Common use of No Breach Clause in Contracts

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws of IMMUNOTECH; (b) violate, conflict with or result in the breach of any of the Terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH or upon the properties or business of IMMUNOTECH; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECH.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Immunotech Laboratories, Inc.), Merger Agreement (Immunotech Laboratories, Inc.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or the Bylaws of IMMUNOTECHNEURALSTEM; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH NEURALSTEM is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH NEURALSTEM or upon the properties or business of IMMUNOTECHNEURALSTEM; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on the business or operations of IMMUNOTECHNEURALSTEM.

Appears in 3 contracts

Sources: Equity Investment and Share Purchase Agreement (Neuralstem, Inc.), Equity Investment and Share Purchase Agreement (Neuralstem, Inc.), Equity Investment and Share Purchase Agreement (Neuralstem, Inc.)

No Breach. The execution, delivery and performance of this of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHVMTI; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH VMTI is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH VMTI or upon the securities, properties or business of IMMUNOTECHto VMTI; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHherein.

Appears in 3 contracts

Sources: Agreement and Plan of Reorganization (Victormaxx Technologies Inc), Reorganization Agreement (SHC Corp), Merger Agreement (Victormaxx Technologies Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHGROWTH; (b) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH GROWTH is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH GROWTH or upon the securities, properties or business of IMMUNOTECHto GROWTH; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHherein.

Appears in 2 contracts

Sources: Merger Agreement (Growth Mergers Inc), Merger Agreement (Neah Power Systems, Inc.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHNETD ; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH NETD is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH NETD or upon the properties or business of IMMUNOTECHNETD; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material adverse effect on the business or operations of IMMUNOTECHNETD.

Appears in 2 contracts

Sources: Merger Agreement (Genesis Technology Group Inc), Merger Agreement (Netdigest Com Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHthe EII Group; (b) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH the EII Group is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH the EII Group or upon the properties or business of IMMUNOTECHthe EII Group; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHthe EII Group.

Appears in 2 contracts

Sources: Merger Agreement (Florham Consulting Corp), Merger Agreement (Florham Consulting Corp)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) i. violate any provision of the Articles of Incorporation or Bylaws By-Laws or similar doctrines of IMMUNOTECHthe Company; (b) ii. violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH the Company is a party or by or to which it or any of its assets or properties may be bound or subject; (c) iii. violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH the Company, or upon the properties or business of IMMUNOTECHthe Company; or (d) iv. violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHthe Company.

Appears in 2 contracts

Sources: Acquisition Agreement (MediaREADY Inc), Stock Sale and Purchase Agreement (Sunwin International Neutraceuticals, Inc.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles Charter or By-Laws of Incorporation or Bylaws of IMMUNOTECHthe Acquisitions; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH is the Acquisitions are a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH the Acquisitions, or upon the properties or business of IMMUNOTECHthe Acquisitions; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHthe Acquisitions.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Derri Davidson as Trustee), Stock Purchase Agreement (Jackal Industries Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHRineon; (b) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH Rineon is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Rineon or upon the securities, properties or business of IMMUNOTECHto Rineon; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHherein.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Rineon Group Inc), Preferred Stock Purchase Agreement (Rineon Group Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHNewagecities; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH Newagecities is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Newagecities or upon the properties or business of IMMUNOTECHNewagecities; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material adverse effect on the business or operations of IMMUNOTECHNewagecities.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization and Stock Purchase Agreement (Newagecities Com Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHEMVELCO; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH EMVELCO is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH EMVELCO, or upon the properties or business of IMMUNOTECHEMVELCO; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on the business or operations of IMMUNOTECHEMVELCO.

Appears in 1 contract

Sources: Exchange Agreement (Emvelco Corp.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHKENWICK; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH KENWICK is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH KENWICK or upon the securities properties or business of IMMUNOTECHKENWICK; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHherein.

Appears in 1 contract

Sources: Stock Exchange Agreement (Kenwick Industries Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws or similar doctrines of IMMUNOTECHthe Company; (bi) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH the Company is a party or by or to which it or any of its assets or properties may be bound or subject; (cii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH the Company, or upon the properties or business of IMMUNOTECHthe Company; or (diii) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHthe Company.

Appears in 1 contract

Sources: Stock Sale and Purchase Agreement (Sunwin International Neutraceuticals, Inc.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHDionics; (b) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any material contract or other agreement to which IMMUNOTECH Dionics is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Dionics or upon the properties or business of IMMUNOTECHDionics; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHDionics.

Appears in 1 contract

Sources: Stock Purchase Agreement (Dionics Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation Organization, Regulations or Bylaws Operating Agreement of IMMUNOTECHUALC; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH UALC is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH UALC, or upon the properties or business of IMMUNOTECHUALC; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein by this Agreement which could have a materially adverse effect on the business or operations of IMMUNOTECHUALC.

Appears in 1 contract

Sources: Share Exchange Agreement (Peachtree Fiberoptics Inc /De/)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or the Bylaws of IMMUNOTECHNEWSBEAT; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH NEWSBEAT is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH NEWSBEAT or upon the properties or business of IMMUNOTECHNEWSBEAT; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on the business or operations of IMMUNOTECHNEWSBEAT.

Appears in 1 contract

Sources: Registration and Share Purchase Agreement (Isa Internationale Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHVensure; (b) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party Party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH the Vensure Group is a party Party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH the Vensure Group or upon the securities, properties or business of IMMUNOTECHthe Vensure Group; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHherein.

Appears in 1 contract

Sources: Securities Purchase Agreement (FUND.COM Inc.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or the Bylaws of IMMUNOTECHPRINT DATA; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH PRINT DATA is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH PRINT DATA or upon the properties or business of IMMUNOTECHPRINT DATA; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on the business or operations of IMMUNOTECHPRINT DATA.

Appears in 1 contract

Sources: Corporate Combination Agreement (Combined Companies Corp)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) 3.12.1 violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHBQST; (b) 3.12.2 violate, conflict with or result in the breach of any of the Terms material terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH BQST is a party or by or to which it or any of its assets or properties may be bound or subject; (c) 3.12.3 violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH BQST or upon the securities, properties or business of IMMUNOTECHto BQST; or (d) 3.12.4 violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein herein, which violation could have a materially material adverse effect on the business or operations of IMMUNOTECHBQST.

Appears in 1 contract

Sources: Acquisition Agreement (Bioquest Corp)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles Certificate of Incorporation or Bylaws By-Laws of IMMUNOTECHMerger Sub; (bii) violate, conflict with or result in the breach of any of the Terms material terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH Merger Sub is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Merger Sub or upon the securities, properties or business of IMMUNOTECHMerger Sub; or (div) violate any statute, law rule or regulation of any jurisdiction applicable to the transactions contemplated herein which could and that would have a materially material adverse effect on the business Merger Sub, its business, operations, properties or operations of IMMUNOTECHassets.

Appears in 1 contract

Sources: Merger Agreement (New Jersey Acquisition Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles Certificate of Incorporation or Bylaws By-Laws of IMMUNOTECHPROVIDENTIAL; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH PROVIDENTIAL is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH PROVIDENTIAL or upon the properties or business of IMMUNOTECHPROVIDENTIAL; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on the business or operations of IMMUNOTECHPROVIDENTIAL.

Appears in 1 contract

Sources: Corporate Combination Agreement (Jr Consulting Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: not (ai) violate any provision of the Articles articles of Incorporation incorporation, bylaws or Bylaws other constituent instruments of IMMUNOTECH; Droneify; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH Droneify is a party or by or to which it Droneify or any of its assets or properties may be bound or subject; ; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding uponupon Droneify, IMMUNOTECH or upon the properties or business of IMMUNOTECHDroneify; or or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHDroneify.

Appears in 1 contract

Sources: Share Exchange Agreement (Droneify Holdings LTD)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHLinkwell; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH Linkwell Tech is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Linkwell Tech or upon the properties or business of IMMUNOTECHLinkwell Tech; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material adverse effect on the business or operations of IMMUNOTECHLinkwell Tech.

Appears in 1 contract

Sources: Stock Purchase Agreement (Linkwell CORP)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHCCC; (bii) violate, conflict with or result in the breach of any of the Terms material terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH CCC is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH CCC or upon the securities, properties or business of IMMUNOTECHto CCC; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein herein, which violation could have a materially material adverse effect on the business or operations of IMMUNOTECHCCC.

Appears in 1 contract

Sources: Corporate Combination Agreement (Combined Companies Corp)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles Certificate of Incorporation or Bylaws By-Laws of IMMUNOTECHOTMI; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH OTMI is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH OTMI or upon the securities, properties or business of IMMUNOTECHto OTMI; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHherein.

Appears in 1 contract

Sources: Stock Purchase Agreement (Optimum Interactive (USA) Ltd.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation Organization or Bylaws the Operating Agreement of IMMUNOTECHANGEL BABIES; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH ANGEL BABIES is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH ANGEL BABIES or upon the properties or business of IMMUNOTECHANGEL BABIES; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on the business or operations of IMMUNOTECHANGEL BABIES.

Appears in 1 contract

Sources: Corporate Combination Agreement (Econtent Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles Certificate of Incorporation or Bylaws By- Laws of IMMUNOTECHSKYSITE; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH SKYSITE is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH SKYSITE or upon the properties or business of IMMUNOTECHSKYSITE; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHSKYSITE.

Appears in 1 contract

Sources: Reorganization Agreement (Viscorp)

No Breach. The execution, delivery and performance of this Agreement ---------- and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles Certificate of Incorporation or Bylaws By-Laws of IMMUNOTECHSKYSITE; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH SKYSITE is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH SKYSITE or upon the properties or business of IMMUNOTECHSKYSITE; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHSKYSITE.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (U S Digital Communications Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHWWMPC; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH WWMPC is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH WWMPC, or upon the properties or business of IMMUNOTECHWWMPC; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHWWMPC.

Appears in 1 contract

Sources: Purchase Agreement (Energy King, Inc.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation Organization or the Bylaws or the Operating Agreement of IMMUNOTECHLifeline; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH is Lifeline or Holders are a party or by or to which it they or any of its their assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Lifeline or upon the properties or business of IMMUNOTECHLifeline; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on Holders or the business or operations of IMMUNOTECHLifeline.

Appears in 1 contract

Sources: Share Exchange Agreement (American Stem Cell Corp)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: not (ai) violate any provision of the Articles of Incorporation or Bylaws By-laws of IMMUNOTECH; the Buyer; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH the Buyer is a party or by or to which it or any of its assets or properties may be bound or subject; ; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH the Buyer or upon the securities or properties or business of IMMUNOTECHthe Buyer; or (div) violate any statute, law or regulation of any jurisdiction applicable as such statute, law or regulation relates to the transactions contemplated herein which could have a materially adverse effect on Buyer or to the securities, properties or business of the Buyer; or operations of IMMUNOTECH(v) violate any Permit.

Appears in 1 contract

Sources: Stock Purchase Agreement (THQ Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or the Bylaws of IMMUNOTECHBARNICO; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which IMMUNOTECH BARNICO is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH BARNICO or upon the properties or business of IMMUNOTECHBARNICO; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material, adverse effect on the business or operations of IMMUNOTECHBARNICO.

Appears in 1 contract

Sources: Stock Purchase Agreement (Wentworth Energy, Inc.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHVisCorp; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH VisCorp is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH VisCorp or upon the properties or business of IMMUNOTECHVisCorp; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHVisCorp.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Viscorp)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHOTMI; (b) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH OTMI is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH OTMI or upon the securities, properties or business of IMMUNOTECHto OTMI; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHherein.

Appears in 1 contract

Sources: Share Exchange Agreement (Optimum Interactive (USA) Ltd.)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHECONTENT; (bii) violate, conflict with or result in the breach of any of the Terms material terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH ECONTENT is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH ECONTENT or upon the securities, properties or business of IMMUNOTECHto ECONTENT; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein herein, which violation could have a materially material adverse effect on the business or operations of IMMUNOTECHECONTENT.

Appears in 1 contract

Sources: Corporate Combination Agreement (Econtent Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:: ------------------- (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHZhaoli; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH Zhaoli is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Zhaoli, or upon the properties or business of IMMUNOTECHZhaoli; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of IMMUNOTECHZhaoli.

Appears in 1 contract

Sources: Stock Purchase Agreement (Newagecities Com Inc)

No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ai) violate any provision of the Articles of Incorporation or Bylaws By-Laws of IMMUNOTECHLinkwell Tech; (bii) violate, conflict with or result in the breach of any of the Terms terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, time or both constitute) a default under under, any contract or other agreement to which IMMUNOTECH Linkwell Tech is a party or by or to which it or any of its assets or properties may be bound or subject; (ciii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IMMUNOTECH Linkwell Tech or upon the properties or business of IMMUNOTECHLinkwell Tech; or (div) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially material adverse effect on the business or operations of IMMUNOTECHLinkwell Tech.

Appears in 1 contract

Sources: Stock Purchase Agreement (Linkwell CORP)