No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Company Contract or Permit applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of the Company; or
(v) require any of the Stockholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company as set forth in Schedule 3.04 shall be obtained and copies thereof delivered to GRS upon execution of this Agreement.
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the articles of incorporation or bylaws of the Company;
(ii) violate any Legal Requirements applicable to the Company;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Company;
(iv) result in the creation of any lien, charge or other encumbrance on any Properties of the Company; or
(v) require any of the Shareholders or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
No Company Defaults or Consents. Neither the execution and delivery of this Agreement nor the effectuation of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation or bylaws (or similar organizational documents) of IFFC or IFFP;
(ii) violate any legal requirements applicable to IFFC or IFFP;
(iii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any contract or permit applicable to IFFC or IFFP;
(iv) result in the creation of any lien, charge or other encumbrance on any property of IFFC or IFFP (except as expressly contemplated hereby); or
(v) require IFFC or IFFP to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any governmental authority.
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents;
(b) violate any Legal Requirements applicable to the Business;
(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Business, except for any such violation, conflict, breach, default or acceleration which would not result in a Material Adverse Effect;
(d) result in the termination of any Contract of the Business, or require the payment of any fees, Taxes or assessments, in either case, pursuant to any federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses, or (ii) based upon some other status of business ownership;
(e) result in the creation of any Encumbrance on any Properties other than any Encumbrance that result from the Buyer’s acquisition of the Common Membership Interests; or
(f) require the Company or the Existing Members to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-party or any Governmental Authority.
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.04 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or bylaws of the Company;
No Company Defaults or Consents. The execution, delivery and performance by the Company and Shareholder of this Agreement and each other Collateral Agreement to which they are party and the consummation of the transactions contemplated hereby and thereby do not and will not:
(1) violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Company;
(2) violate any Legal Requirements applicable to the Company, the Shareholder or the Purchased Assets:
(3) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Company or by which any of the Purchase Assets may be bound;
(4) result in the creation of any Lien on any Purchased Assets or other Properties of the Company; or
(5) require the Shareholder or the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.
No Company Defaults or Consents. Except as set forth on Schedule 3.04, neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or Code of Regulations or Bylaws of any Company;
(ii) violate in any material respect any Legal Requirements applicable to any Company;
(iii) result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of any Company; or
(iv) require any of the Shareholders or any Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority except where the failure to so obtain or make would not have a Material Adverse Effect.
No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:
(a) violate or conflict with any of the terms, conditions or provisions of the certificate of incorporation or bylaws of any Company;
(a) violate any Legal Requirements applicable to any Company;
(b) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any material Contract or Permit binding upon or applicable to any Company, including, but not limited to, any Contracts required to be listed on Schedule 3.13(a) and each Contract required to be listed on Schedule 3.15;
(c) result in the creation of any Lien on any material properties of any Company; or
(d) require any Company to obtain or make any material waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority, other than as may be required pursuant to the HSR Act.
No Company Defaults or Consents. The execution and delivery of this Agreement by Company and the performance by Company of its obligations hereunder will not violate any provision of law or any judgment, award or decree or any indenture, agreement or other instrument to which Company is a party, or by which the properties or assets of Company are bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, in each case except to the extent that such violation, default or breach could not reasonably be expected to delay or otherwise significantly impair the ability of the parties to consummate the transactions contemplated hereby. Securities Purchase Agreement BioAuthorize Holdings, Inc.
No Company Defaults or Consents. The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the performance by the Company of its obligations hereunder or thereunder will not violate any provision of any Legal Requirement or the Certificate of Formation.
