No Breach, Violation or Default. The execution and delivery of this Agreement and the Transaction Agreements by Ramtron do not, and the compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby and thereby by Ramtron (including, without limitation, the issuance and delivery of the Ramtron Shares and the subscription for and payment of the Infineon Shares) will not, (i) conflict with, or constitute a breach or violation of, or a default under, the Certificate of Incorporation or By-Laws of Ramtron, or (ii) conflict with, or constitute a breach or violation of or a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, any law, rule or regulation, any judgment, decree, order, governmental permit or license, or any contract, agreement, deed, indenture or instrument of Ramtron or to which Ramtron or any of its properties or assets is subject, the breach or violation or the default under which would individually or in the aggregate have a material adverse effect on the financial condition of Ramtron taken as a whole or would materially impair the realization of the objects contemplated by this Agreement and the Transaction Agreements, and (iii) the consummation of the transactions contemplated hereby and thereby will not require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the consent or approval of any other party to any such contract, agreement, deed, indenture or instrument, other than such approvals or waivers as are referred to in Section 6 of this Agreement, including the consent of National Electrical Benefit Fund ("NEBF") pursuant to the Amended and Restated Loan Agreement between Ramtron and NEBF, dated August 6, 1999 (the "NEBF Loan Agreement").
No Breach, Violation or Default. The execution, delivery and performance by Eagle and Link of this Agreement, the Promissory Note and the Convertible Notes will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over Eagle, Link or any of their subsidiaries or properties, or (ii) any agreement or instrument to which Eagle, Link or any of their subsidiaries is a party or by which Eagle, Link or any subsidiary is bound, or (iii) the Articles of Incorporation or By-Laws of Eagle or Link.
No Breach, Violation or Default. The execution, delivery and performance by Tail Wind of this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over Tail Wind or any of its properties, or (ii) any agreement or instrument to which Tail Wind is a party or is bound, or (iii) the organizational documents of Tail Wind.
No Breach, Violation or Default. The execution, delivery and performance of the Agreements and the issuance and sale of the Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the Certificate of Incorporation or By-Laws of the Company or any such subsidiary.
No Breach, Violation or Default. The execution, delivery and performance of this Agreement and the Registration Rights Agreement and the issuance and sale of the Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation (assuming, for this purpose, that the representations of the Investors in Sections 4.3, 4.6 and 4.9 are correct) or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the Certificate of Incorporation or By-Laws of the Company or any such subsidiary.
No Breach, Violation or Default. Purchaser has not received notice of a breach, violation or default nor is it in breach, violation or default in any material respect under, or with respect to, any Contractual Obligation that would impact the ability of Purchaser to consummate timely the transactions contemplated under this Agreement.
No Breach, Violation or Default. The execution, delivery and performance of the Transaction Agreements by the Company and the issuance and sale of the Securities (assuming the accuracy of the representations of the Investor contained herein) will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or (ii) except to the extent such breach, violation or default would not have a Material Adverse Effect, any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is subject, or the Certificate of Incorporation or By Laws of the Company or any such subsidiary.
No Breach, Violation or Default. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a material breach or violation of any of the terms or provisions of or constitute a default under any material indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which any JCS Partnership is a party or by which any of them or any of their properties is or may be bound, the partnership agreement or other organizational documents of the JCS Partnerships, or any law, order, rule or regulation of any court or governmental agency or body having jurisdiction over any of the JCS Partnerships or any of their properties or will result in the creation of a lien on any of their properties.
No Breach, Violation or Default. The execution, ------------------------------- delivery and performance by the Company of this Agreement and the Related Agreements (assuming the accuracy in all material respects of Tail Wind's representations and warranties set forth in paragraph (e) through (i) of Section 6 of this Agreement) will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or (ii) except to the extent such breach, violation or default would not individually or in the aggregate have a Material Adverse Effect, any agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound, or (iii) the Certificate of Incorporation or By Laws of the Company.
No Breach, Violation or Default. The execution, ------------------------------- delivery and performance by Tail Wind of this Agreement and the Related Agreements will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over Tail Wind or any of its properties, or (ii) except to the extent such breach, violation or default would not individually or in the aggregate have a Material Adverse Effect, any agreement or instrument to which Tail Wind is a party or is bound, or (iii) the organizational documents of Tail Wind.
