No Conflicts; Compliance Clause Samples
No Conflicts; Compliance. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not (i) result in a violation of the Certificate of Incorporation or the By-laws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to the Required Approvals (as defined below), result in a violation of any law, rule, regulation, order, judgment or decree (including federal, state and foreign securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations which would not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation or By-laws (or other similar organizational documents), or is in violation of any term of, or is in default under, any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for such conflicts, defaults, terminations or amendments which could not reasonably be expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in knowing violation of any law, ordinance or regulation of any governmental entity, except for such violations the sanctions for which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
No Conflicts; Compliance. (a) The execution, delivery and performance of this Agreement and the Related Documents by the Company, and the consummation of the Transactions, will not:
(i) conflict with, or result in a breach or violation of, any of the MS Charter Documents;
(ii) except as disclosed in Schedule 3.3(a)(ii), conflict with, or result in a default (or would constitute a default but for any requirement of notice or lapse of time or both), or require the consent of any third party, under any document, agreement or other instrument or obligation, including, without limitation, those relating to the Warehouse Loans and the Securitization Trusts, to which the Company is a party or by which the Company or any assets of the Company are bound or affected, other than conflicts or defaults which would not, individually or in the aggregate, have a Company Material Adverse Effect, or result in the creation or imposition of any lien, charge or encumbrance on any of the Company's properties, other than liens, charges, or encumbrances which would not, individually or in the aggregate, have a Company Material Adverse Effect;
(iii) except as disclosed in Schedule 3.3(a)(iii),result in any impairment of, or give to any other Person any right of termination, amendment, acceleration or cancellation with respect to, any permit, license, franchise, contractual right or other authorization of the Company material to MS Financial and its Subsidiary taken as a whole; or
(iv) violate any Law to which the Company is subject or by which any assets of the Company are bound or affected, the violation of which would have a Company Material Adverse Effect.
(b) Except as disclosed in Schedule 3.3(b), the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permission of, or filing with or notification to, any Governmental Authority except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, and Blue Sky Laws, and filing and recordation of the Certificate of Merger as required by the Delaware Statutes, (ii) such notice as is necessary to comply with HSR, and (iii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Merger, or otherwise prevent MS Financial from performing its obligations under this Agreement.
No Conflicts; Compliance. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company’s Articles of Incorporation or By-laws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal, state and foreign securities laws and regulations applicable to the Company or by which any property or asset of the Company is bound or affected).
No Conflicts; Compliance. The execution, delivery and performance of this Agreement, the performance by the Company of its obligations under the Notes and Warrants and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company's Certificate of Incorporation or By-laws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or, assuming the accuracy of the representations and warranties made to the Company by all of the subscribers for Units, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the NASDAQ SmallCap Market) applicable to the Company or any of its subsidiaries or by which any of their property or assets. Except as required under the Securities Act and applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental or regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations contemplated by this Agreement, the Notes or the Warrants or in accordance with the terms hereof or thereof. The Company is not in violation of the listing requirements of the Nasdaq SmallCap Market. Except as described in the Forward-Looking Statements and Risk Factors referenced to in the Term Sheet, the Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing or to delisting of the Common Stock by the Nasdaq SmallCap Market.
No Conflicts; Compliance. The execution, delivery and performance of this Agreement, the performance by the Company of its obligations under the Warrants and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company's Certificate of Incorporation or By-laws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or, assuming the accuracy of the representations and warranties made to the Company by all of the subscribers for Units, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the NASDAQ SmallCap Market) applicable to the Company or any of its subsidiaries or by which any of their property or assets. Except as required under the Securities Act and applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental or regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations contemplated by this Agreement, the Warrants or in accordance with the terms hereof or thereof. The Company is not in violation of the listing requirements of the Nasdaq SmallCap Market.