No Conflict; Governmental and Other Consents. (i) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles of Association of the Company or any subsidiary, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiary. (ii) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the Securities, except such filings as may be required to be made with the Commission and with any state or foreign blue sky or securities regulatory authority.
Appears in 2 contracts
Samples: Subscription Agreement (Motus GI Holdings, Inc.), Subscription Agreement (Motus GI Holdings, Inc.)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary Subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or By-Laws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary Subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiarySubsidiary.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary Subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the Securities, except such filings as may be required to be made with under the Commission Act and with any state or foreign blue sky or securities regulatory authorityauthority relating to an exemption from registration thereunder.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Innovive Pharmaceuticals, Inc.), Note and Warrant Purchase Agreement (Innovive Pharmaceuticals, Inc.)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or Bylaws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiaryCompany.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the SecuritiesUnits, except such filings as may be required to be made with the Commission Commission, the American Stock Exchange ("AMEX") and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
Samples: Subscription Agreement (Depomed Inc)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or By-Laws of the Company or any subsidiary, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiary.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the SecuritiesShares, except such filings as may be required to be made with the Commission Commission, the NASD and the Nasdaq and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
Samples: Subscription Agreement (Drugmax Inc)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or Bylaws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiaryCompany.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the SecuritiesUnits, except such filings as may be required to be made with the Securities and Exchange Commission (the "SEC"), AMEX and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
Samples: Subscription Agreement (Depomed Inc)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or Bylaws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiaryCompany.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the SecuritiesShares, except such filings as may be required to be made with the Securities and Exchange Commission (the "SEC"), the American Stock Exchange (the "AMEX") and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
Samples: Subscription Agreement (Depomed Inc)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Amended and Restated Certificate of Association Incorporation or Amended and Restated Bylaws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subjectMaterial Agreement (as defined below), nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiaryCompany.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-third party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the Securities, except such post-Closing filings as may be required to be made with the Commission SEC, The NASDAQ Stock Market LLC (“NASDAQ”) and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary Subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or By-Laws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary Subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiarySubsidiary.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary Subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the Securities, except such filings as may be required to be made with the Commission SEC, the NASD and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Amended and Restated Certificate of Association Incorporation or Amended and Restated Bylaws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subjectMaterial Agreement (as defined below), nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiaryCompany.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-third party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the Securities, except for such consents, approvals and authorizations that have been obtained and for such post-Closing filings as may be required to be made with the Commission SEC, The NASDAQ Stock Market LLC (“NASDAQ”) and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
Samples: Unsecured Convertible Promissory Note Purchase Agreement (Transgenomic Inc)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or By-Laws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiaryCompany.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the SecuritiesUnits, except such filings as may be required to be made with the Commission and with any state or foreign blue sky or securities regulatory authority.with
Appears in 1 contract
Samples: Subscription Agreement (Aronex Pharmaceuticals Inc)
No Conflict; Governmental and Other Consents. (ia) The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any subsidiary is bound, or of any provision of the Articles Certificate of Association Incorporation or By-Laws of the Company or any subsidiaryCompany, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any subsidiary is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company or any subsidiaryCompany.
(iib) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Subscription Agreement or with the authorization, issue and sale of the SecuritiesUnits, except such filings as may be required to be made with the Commission Commission, the Nasdaq National Market and with any state or foreign blue sky or securities regulatory authority.
Appears in 1 contract
Samples: Subscription Agreement (Enchira Biotechnology Corp)