Common use of No Conflict; Governmental and Other Consents Clause in Contracts

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this 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 thereof is bound, or of any provision of the Certificate of Incorporation or By-Laws of the Company, 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 thereof 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 thereof where such violation, breach, default or imposition would reasonably be likely to result in a Material Adverse Effect. (b) Other than the consents, approvals, authorizations or other orders set forth in Section 4.1 hereof, no material 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 thereof in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such filings as may be required to be made with the SEC, the NASD, AMEX and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this 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 thereof is bound, or of any provision of the Certificate of Incorporation or By-Laws Bylaws of the Company, 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 thereof 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 except to the extent that any Subsidiary thereof where such violation, breach, default conflict or imposition breach would not be reasonably be likely to result in have a Material Adverse Effect. Except as set forth on Schedule C(5)(a), no holder of any of the securities of the Company or any of its Subsidiaries has any rights ("demand," "piggyback" or otherwise) to have such securities registered by reason of the intention to file, filing or effectiveness of a Registration Statement (as defined in Section E hereof), other than those persons identified as "selling stockholders" in the SB-2. (b) Other than the consents, approvals, authorizations or other orders set forth in Section 4.1 hereof, no material 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 thereof in connection with the authorization, execution and delivery of this 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 Securities and Exchange Commission (the "SEC, the NASD, AMEX ") and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this Agreement and the consummation consumma-tion 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 thereof is bound, or of any provision of the Certificate of Incorporation or By-Laws laws of the CompanyCompany 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 thereof 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 thereof where such violation, breach, default or imposition would is reasonably be likely to result in a Material Adverse Effect. (b) Other than the consents, approvals, authorizations or other orders Except as set forth in Section 4.1 hereofon Schedule 3.4(b), no material consent, approval, authorization or other order of any federal, state, local or other governmental authority or other third-party is required to be obtained by the Company or any Subsidiary thereof in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such filings as may be required to be made with the SECCommission, the NASD, NASD and AMEX and with any state or foreign blue sky or securities regulatory authority, which filings will be made on or prior to the Closing or, for those filings which by their terms are to be made post-Closing, such filings will be made post-Closing within the time period prescribed for such filings.

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this 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 thereof subsidiary is bound, or of any provision of the Certificate of Incorporation or By-Laws laws of the CompanyCompany 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 thereof 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 thereof subsidiary where such violation, breach, default or imposition would is reasonably be likely to result in a Material Adverse Effect. (b) Other than Except as disclosed in the consentsMemorandum and other than, approvalswith respect to the Final Closing, authorizations or other orders set forth in Section 4.1 hereofthe Stockholder Approval and the filing of the Amended Certificate of Incorporation with the Secretary of State of the State of Delaware, no material 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 thereof subsidiary in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such filings as may be required to be made with the SECCommission, the NASD, NASD and AMEX and with any state or foreign blue sky or securities regulatory authority.