No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ Letters, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 5 contracts
Samples: Underwriting Agreement (Capitol Investment Corp. VI), Underwriting Agreement (Capitol Investment Corp. VII), Underwriting Agreement (Capitol Investment Corp. VI)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Escrow Agreement, the Warrant Agreement, the Sponsors’ LettersWarrant Subscription Agreement, the Private Placement Warrants Purchase Services Agreement, the Registration Rights Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws memorandum and articles of association of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, subject or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 3 contracts
Samples: Underwriting Agreement (North Asia Investment CORP), Underwriting Agreement (North Asia Investment CORP), Underwriting Agreement (North Asia Investment CORP)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Escrow Agreement, the Warrant Agreement, the Sponsors’ Letters, the Private Placement Warrants Stock Purchase Agreement, the Warrant Purchase Agreement, the Services Agreement or the Registration Rights Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 2 contracts
Samples: Underwriting Agreement (Prospect Acquisition Corp), Underwriting Agreement (Prospect Acquisition Corp)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ LettersSecurities Subscription Agreement, the Private Placement Warrants Purchase Subscription Agreement, the Registration Rights Agreement Agreement, Administrative Services Agreement, or the Insider Letters Letter will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws Amended and Restated Certificate of the CompanyIncorporation, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 2 contracts
Samples: Underwriting Agreement (Churchill Capital Corp), Underwriting Agreement (Churchill Capital Corp)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Escrow Agreement, the Warrant Agreement, the Sponsors’ LettersSubscription Agreements, the Private Placement Warrants Purchase Services Agreement, the Registration Rights Agreement, the Buyback Agreement, the Co-Investment Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subjectbound, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any Company, except in the case of its propertiesclauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Sapphire Industrials Corp.), Underwriting Agreement (Sapphire Industrials Corp.)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Stock Escrow Agreement, the Warrant Agreement, the Sponsors’ Sponsor’s Letters, the Private Placement Sponsor Warrants Purchase Agreement, the Registration Rights Agreement Agreement, or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 2 contracts
Samples: Underwriting Agreement (Capitol Acquisition Corp. II), Underwriting Agreement (Capitol Acquisition Corp. II)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Securities Subscription Agreement, the Sponsors’ Letters, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement or the Insider Letters Letter Agreement will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws amended and restated memorandum and articles of association of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 2 contracts
Samples: Underwriting Agreement (Gobi Acquisition Corp.), Underwriting Agreement (Gobi Acquisition Corp.)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ LettersSecurities Purchase Agreement, the Private Placement Warrants Purchase Services Agreement, the Registration Rights Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 2 contracts
Samples: Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ Letters, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement Agreement, or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws amended and restated memorandum and articles of association of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 2 contracts
Samples: Underwriting Agreement (Capitol Investment Corp. IV), Underwriting Agreement (Capitol Investment Corp. IV)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ LettersStock Purchase Agreements, the Private Placement Warrants Warrant Purchase Agreement, the Services Agreement, the Registration Rights Agreement Agreement, or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
Samples: Underwriting Agreement (Alternative Asset Management Acquisition Corp.)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Escrow Agreement, the Warrant Agreement, the Sponsors’ Letters, the Private Placement Warrants Purchase AgreementSubscription Agreements, the Registration Rights Agreement Agreement, or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
Samples: Underwriting Agreement (Triplecrown Acquisition Corp.)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ LettersSponsor Letter, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement or Agreement, the Insider Letters or Services Agreement will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Securities Escrow Agreement, the Warrant Agreement, the Sponsors’ LettersSponsor Unit Subscription Agreement, the Private Placement Warrants Warrant Purchase Agreement, the Services Agreement, the Registration Rights Agreement, the Buyback Agreement, the Co-Investment Shares Subscription Agreement or the Insider Letters will conflict with, result in a breach or violation of, of or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws Amended and Restated Articles of Incorporation and by-laws and other similar organizational documents of the CompanyCompany or of any of its affiliates (including the Sponsor), (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its affiliates (including the Sponsor) is a party or bound or to which its property is subject, subject or (iii) any statute, law, rule, rule or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
Samples: Underwriting Agreement (Navios Maritime Acquisition CORP)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ LettersSecurities Purchase Agreement, the Private Placement Warrants Services Agreement, the Underwriters’ Purchase AgreementOption, the Registration Rights Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Escrow Agreement, the Warrant Agreement, the Sponsors’ LettersSubscription Agreements, the Private Placement Warrants Purchase Services Agreement, the Registration Rights Agreement, the Buyback Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subjectbound, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any Company, except in the case of its propertiesclauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Sapphire Industrials Corp.)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Stock Escrow Agreement, the Warrant Agreement, the Sponsors’ LettersSponsor’s Letter, the Private Placement Sponsor Warrants Purchase Agreement, the Registration Rights Agreement Agreement, or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter Charter or bylaws of the CompanyBylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Sponsors’ Letters, the Private Placement Warrants Warrant Purchase Agreement, the Registration Rights Services Agreement, the Escrow Agreement or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
Samples: Underwriting Agreement (Bank Street Telecom Funding Corp.)
No Breach or Violation. Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Stock Escrow Agreement, the Warrant Agreement, the Sponsors’ Letters, the Private Placement Founder Warrants Purchase Agreement, the Registration Rights Agreement Agreement, or the Insider Letters will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the charter or bylaws by-laws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.
Appears in 1 contract
Samples: Underwriting Agreement (Capitol Acquisition Corp. III)