Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designation of any outstanding series of preferred stock of the Company, their respective certificates of incorporation, bylaws or equivalent documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable future. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required by the appropriate Governmental Authorities or Self-Regulatory Organizations necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.
Appears in 6 contracts
Samples: Exchange Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.), Exchange Agreement (Bonds.com Group, Inc.)
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate its Certificate of designation of any outstanding series of preferred stock Incorporation of the CompanyCompany or any of its Subsidiaries or Bylaws, their respective certificates of incorporation, bylaws or equivalent documentsrespectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable future. The Company and each of its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities (including, without limitation, FINRA) necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, which if so initiated and adjudicated against the Company would be reasonably expected to have a Material Adverse Effect. None of the Subsidiaries has received any notice of termination from one of their respective clearing brokers regarding such Subsidiaries’ relationship with such clearing broker.
Appears in 3 contracts
Samples: Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp)
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in material violation of any term of or in default under any certificate its Incorporation Documents, Articles of designation Association or Memorandum of any outstanding series Association, respectively. To the best of preferred stock of the Companyits knowledge, their respective certificates of incorporation, bylaws or equivalent documents. Neither neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Since December 31, 2002, (i) the generality shares of Common Stock of the foregoingCompany have been quoted on the OTCBB, and (ii) trading in the shares of the Company is has not in violation of any of been suspended by the rules, regulations SEC or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable futureOTCBB. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.
Appears in 1 contract
Samples: Securities Purchase Agreement (Defense Industries International Inc)
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any its Articles of Incorporation or Bylaws or their organizational charter or certificate of designation of any outstanding series of preferred stock of the Companyincorporation or bylaws, their respective certificates of incorporation, bylaws or equivalent documentsrespectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Since December 31, 2006, except as set forth in Schedule 3(n), (i) the generality of Common Stock has been designated for quotation on the foregoingPrincipal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company is not in violation of any of has received no communication, written or oral, from the rules, regulations SEC or requirements that permit trading the Principal Market regarding the suspension or delisting of the Common Stock on from the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable futurePrincipal Market. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.
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Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designation of any outstanding series of preferred stock of the Company, their respective certificates of incorporation, bylaws or equivalent documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB OTCQB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB OTCQB in the foreseeable future. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required by the appropriate Governmental Authorities or Self-Regulatory Organizations necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.
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Conduct of Business; Regulatory Permits. Neither the Company Parent nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designation of any outstanding series of preferred stock of the CompanyBuyer or Parent, their respective certificates of incorporation, bylaws or equivalent documents. Neither the Company Parent nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Parent or any of its Subsidiaries, and neither the Company Parent nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Without limiting the generality of the foregoing, the Company Parent is not in violation of any of the rules, regulations or requirements that permit trading of the Parent Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Parent Common Stock on the OTCBB in the foreseeable future. The Company Parent and its Subsidiaries possess all certificates, approvals, authorizations and permits required by the appropriate Governmental Authorities or Self-Regulatory Organizations necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Parent Material Adverse Effect, and neither the Company Parent nor any such Subsidiary has its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.
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