Common use of No Conflicts, etc Clause in Contracts

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 26 contracts

Samples: Underwriting Agreement (Courtside Acquisition Corp), Underwriting Agreement (Courtside Acquisition Corp), Underwriting Agreement (Jaguar Acquisition Corp.)

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No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Warrant Agreement, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.22 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 16 contracts

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (Vector Intersect Security Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase OptionBusiness Combination Marketing Agreement, the Trust Agreement, the Services Agreement, the Subscription Agreements, the Registration Rights Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate amended and restated certificate of Incorporation or the Bylaws incorporation of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 15 contracts

Samples: Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Chardan Nextech Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Services Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties properties, business or businessassets.

Appears in 14 contracts

Samples: Underwriting Agreement (Global Services Partners Acquisition Corp.), Underwriting Agreement (Stoneleigh Partners Acquisition Corp.), Underwriting Agreement (Good Harbor Partners Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Registration Rights Agreement, and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws and By-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 13 contracts

Samples: Underwriting Agreement (OceanTech Acquisitions I Corp.), Underwriting Agreement (OceanTech Acquisitions I Corp.), Underwriting Agreement (OceanTech Acquisitions I Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 13 contracts

Samples: Underwriting Agreement (Cea Acquisition Corp), Underwriting Agreement (Cea Acquisition Corp), Underwriting Agreement (Cea Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Warrant Agreement, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.22 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 12 contracts

Samples: Underwriting Agreement (Pharmamatrix Acquisition CORP), Underwriting Agreement (Pharmamatrix Acquisition CORP), Underwriting Agreement (Pharmamatrix Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 10 contracts

Samples: Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (Rhapsody Acquisition Corp.), Underwriting Agreement (Rhapsody Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Agreement, the Subscription Agreements and the Escrow AgreementAgreements, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 10 contracts

Samples: Underwriting Agreement (Renaissance Acquisition Corp.), Underwriting Agreement (Taliera CORP), Underwriting Agreement (Taliera CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreement and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate memorandum and articles of Incorporation or the Bylaws association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 8 contracts

Samples: Underwriting Agreement (Atlas Growth Acquisition LTD), Underwriting Agreement (Atlas Growth Acquisition LTD), Underwriting Agreement (Brookline Capital Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Rights Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreement and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate memorandum and articles of Incorporation or the Bylaws association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 6 contracts

Samples: Underwriting Agreement (Flag Ship Acquisition Corp), Underwriting Agreement (Flag Ship Acquisition Corp), Underwriting Agreement (Flag Ship Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Service Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 5 contracts

Samples: Underwriting Agreement (Great Wall Acquisition Corp), Underwriting Agreement (China Mineral Acquisition CORP), Underwriting Agreement (Great Wall Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Underwriters' Purchase Option, the Trust Agreement, the Services Agreement Agreement, the Management Subscription Agreements and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof2.24; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Fortress America Acquisition CORP), Underwriting Agreement (Fortress America Acquisition CORP), Underwriting Agreement (Fortress America Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreement and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate memorandum and articles of Incorporation or the Bylaws association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Ace Global Business Acquisition LTD), Underwriting Agreement (Ace Global Business Acquisition LTD), Underwriting Agreement (Ace Global Business Acquisition LTD)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Representative’s Purchase Option, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Oakmont Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of of, any agreement or instrument to which the Company is a party except pursuant to (other than the Trust Agreement referred to in Section 2.24 hereof); (ii) result in any violation of the provisions of the Certificate of Incorporation (the "Company Certificate") or the Bylaws (the "Bylaws") of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Service Agreement, the Subscription Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofAgreement; (ii) result in any violation of the provisions of the Certificate Amended and Restated Memorandum and Articles of Incorporation or the Bylaws Association of the Company; or (iii) to the best of the Company’s knowledge, violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Asia Special Situation Acquisition Corp), Underwriting Agreement (Asia Special Situation Acquisition Corp), Underwriting Agreement (Asia Special Situation Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Service Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a al default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Healthcare Acquisition Corp), Underwriting Agreement (Services Acquisition Corp. International), Underwriting Agreement (Platinum Energy Resources Inc)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (DG Acquisition Corp.), Underwriting Agreement (Ithaka Acquisition Corp), Underwriting Agreement (Ithaka Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option’s Warrants, the Trust Agreement, the Services Agreement Business Combination Marketing Agreement, the Subscription Agreements and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate second amended and restated certificate of Incorporation incorporation or the Bylaws bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Vistas Media Acquisition Co Inc.), Underwriting Agreement (Vistas Media Acquisition Co Inc.), Underwriting Agreement (Vistas Media Acquisition Co Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Registration Rights Agreement, and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Amended and Restated Memorandum and Articles of Incorporation or the Bylaws Association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Oxbridge Acquisition Corp.), Underwriting Agreement (Oxbridge Acquisition Corp.), Underwriting Agreement (Vickers Vantage Corp. I)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Office Services Agreement, the Private Placement Purchase Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 4 contracts

Samples: Underwriting Agreement (Millstream Acquisition Corp), Underwriting Agreement (Millstream Acquisition Corp), Underwriting Agreement (Millstream Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Endeavor Acquisition Corp.), Underwriting Agreement (Endeavor Acquisition Corp.), Underwriting Agreement (Endeavor Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Representative’s Purchase Option, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow AgreementAgreements, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Global Technology Industries, Inc.), Underwriting Agreement (Global Technology Industries, Inc.), Underwriting Agreement (Global Technology Industries, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreements, the Escrow Agreement and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Trident Acquisitions Corp.), Underwriting Agreement (Trident Acquisitions Corp.), Underwriting Agreement (Trident Acquisitions Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Representative’s Purchase Option, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.22 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Argyle Security Acquisition CORP), Underwriting Agreement (Argyle Security Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Services Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties properties, business or businessassets.

Appears in 3 contracts

Samples: Underwriting Agreement (Juniper Partners Acquisition Corp.), Underwriting Agreement (Juniper Partners Acquisition Corp.), Underwriting Agreement (Juniper Partners Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Rights Agreement, the Representative's Purchase Option’s Warrants, the Trust Agreement, the Services Agreement Business Combination Marketing Agreement, the Subscription Agreements, and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate memorandum and articles of Incorporation or the Bylaws association of the Company, as amended; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Edoc Acquisition Corp.), Underwriting Agreement (Edoc Acquisition Corp.), Underwriting Agreement (Edoc Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Trust Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Registration Rights Agreement, the Services Agreement and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party (except pursuant to for the encumbrances contemplated by the Trust Agreement referred to in Section 2.24 hereofAgreement); (ii) result in any violation of the provisions of the Certificate certificate of Incorporation incorporation or the Bylaws bylaws of the Company, as amended (the “Charter Documents”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase OptionRight Agreement, the Trust Agreement, the Services Subscription Agreement and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate memorandum and articles of Incorporation or the Bylaws association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Hainan Manaslu Acquisition Corp.), Underwriting Agreement (Hainan Manaslu Acquisition Corp.), Underwriting Agreement (Hainan Manaslu Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Registration Rights Agreement, the Subscription Agreement, and the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate of Incorporation or the and Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Avalon Acquisition Inc.), Underwriting Agreement (Avalon Acquisition Inc.), Underwriting Agreement (Avalon Acquisition Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement Agreement, the Placement Warrant Purchase Agreement, and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Amended and Restated Articles of Incorporation or the Bylaws By-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Prime Acquisition Corp), Underwriting Agreement (Prime Acquisition Corp), Underwriting Agreement (Prime Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation Incorporation, as amended, or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 3 contracts

Samples: Underwriting Agreement (Rand Acquisition CORP), Underwriting Agreement (Rand Acquisition CORP), Underwriting Agreement (Rand Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase OptionTrust Agreement, the Trust AgreementInsider Letters, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.22 hereof; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Federal Services Acquisition CORP), Underwriting Agreement (Federal Services Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Services Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Mercator Partners Acquisition Corp.), Underwriting Agreement (Mercator Partners Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Representatives' Purchase Option, the Trust Agreement, the Services Service Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a al default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Platinum Energy Resources Inc), Underwriting Agreement (Platinum Energy Resources Inc)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.22 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Millennium India Acquisition CO Inc.), Underwriting Agreement (Millennium India Acquisition CO Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of of, any agreement or instrument to which the Company is a party except pursuant to (other than the Trust Agreement referred to in Section 2.24 hereof); (ii) result in any violation of the provisions of the Certificate of Incorporation (the “Company Certificate”) or the Bylaws (the “Bylaws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Administrative Services Agreement, the Registration Rights Agreement and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws and Bylaws, as amended, of the Company; or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businessbusiness constituted as of the date hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Quinpario Acquisition Corp.), Underwriting Agreement (Quinpario Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Services Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Trinity Partners Acquistion CO Inc.), Underwriting Agreement (Trinity Partners Acquistion CO Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Rights Agreement, the Representative's Purchase Option, the Trust Agreement, the Registration Rights Agreement, the Services Agreement Agreement, and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Amended and Restated Memorandum and Articles of Incorporation or the Bylaws Association of the CompanyCompany (the “Memorandum and Articles of Association”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Mericsson Acquisition Corp), Underwriting Agreement (Mericsson Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Mxxxxx Xxxxxx Purchase Option, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Credit Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (General Finance CORP), Underwriting Agreement (General Finance CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Registration Rights Agreement and the Escrow AgreementUnit Purchase Agreements, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Amended and Restated Memorandum and Articles of Incorporation or the Bylaws Association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Tenzing Acquisition Corp.), Underwriting Agreement (Tenzing Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Service Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (JK Acquisition Corp.), Underwriting Agreement (JK Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Trust Agreement, the Representative's Purchase OptionSubscription Agreement, the Trust Escrow Agreement, the Services Agreement and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate certificate of Incorporation incorporation or the Bylaws bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (International Media Acquisition Corp.), Underwriting Agreement (International Media Acquisition Corp.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant AgreementWarrants, the Representative's Purchase Option, the Trust Agreement, the Services Warrant Agreement and the Escrow AgreementRepresentative’s Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Vuzix Corp), Underwriting Agreement (Vuzix Corp)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants, the Representative’s Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreementall ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party except pursuant or as to which any property of the Trust Agreement referred to in Section 2.24 hereofCompany is a party; (ii) result in any violation of the provisions of the Certificate Company’s Articles of Incorporation (as the same have been amended or restated from time to time, the Bylaws of the Company“Charter”) ; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Agriforce Growing Systems Ltd.), Underwriting Agreement (Agriforce Growing Systems Ltd.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate Articles of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businessbusiness constituted as of the date hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Crossfire Capital Corp.), Underwriting Agreement (China Healthcare Acquisition Corp.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement, the Representative's Purchase Option, the Trust Agreement, the Services ’s Warrant Agreement and the Escrow Agreementall ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (usell.com, Inc.), Underwriting Agreement (usell.com, Inc.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-funded Warrants, and the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agent Agreement and the Escrow Agreementall ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Alset Inc.)

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No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-Funded Warrant Agreement, Certificate and the Representative's Purchase Option, the Trust Agreement, the Services ’s Warrant Agreement and the Escrow Agreementall material ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (QSAM Biosciences, Inc.), Underwriting Agreement (QSAM Biosciences, Inc.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant AgreementWarrants, the Representative's Purchase Option, the Trust Agreement, the Services Warrant Agreement and the Escrow AgreementRepresentative’s Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (eFleets Corp), Underwriting Agreement (eFleets Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Right Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Subscription Agreement, and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate memorandum and articles of Incorporation or the Bylaws association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Rising Dragon Acquisition Corp.), Underwriting Agreement (Rising Dragon Acquisition Corp.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant AgreementWarrants, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Warrant Agent Agreements and the Escrow AgreementRepresentative’s Warrant and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement, the Subscription Agreements, the Escrow Agreement and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate amended and restated certificate of Incorporation incorporation or the Bylaws bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp.), Underwriting Agreement (EdtechX Holdings Acquisition Corp.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Warrant Agency Agreement and the Escrow Agreementall ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Company’s Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Towerstream Corp), Underwriting Agreement (Towerstream Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Agreement, the Subscription Agreements and the Escrow Registration Rights Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate memorandum and articles of Incorporation or the Bylaws association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (New Beginnings Acquisition Corp.), Underwriting Agreement (New Beginnings Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Representatives' Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties properties, businesses or businessassets.

Appears in 2 contracts

Samples: Underwriting Agreement (Confluence Acquisition Partners I, Inc.), Underwriting Agreement (Confluence Acquisition Partners I, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement Subscription Agreement, and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Alyst Acquisition Corp.), Underwriting Agreement (Alyst Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement Agreement, the Private Units Purchase Agreement, and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Jensyn Acquisition Corp.), Underwriting Agreement (Jensyn Acquisition Corp.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement, the Representative's ’s Unit Purchase Option, the Trust Agreement, the Services Option Agreement and the Escrow Agreementall ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity applicable to the Company or any as of its properties or businessthe date hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a al default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to (other than the Trust Agreement referred to in Section 2.24 hereof); (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation (the "Company Certificate") or the Bylaws of the CompanyCompany (the "Bylaws"); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 2 contracts

Samples: Underwriting Agreement (Key Hospitality Acquisition CORP), Underwriting Agreement (Key Hospitality Acquisition CORP)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company and Shareholders of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Shareholders and the Company of the transactions herein and therein contemplated (including the issuance of the Securities) and the compliance by the Company and Shareholders with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with with, any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or Shareholders pursuant to the terms of any agreement or instrument to which the Company or Shareholders is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate of Incorporation (the “Certificate of Incorporation”) or the Bylaws bylaws (“Bylaws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Longwei Petroleum Investment Holding LTD)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Agreements and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Viceroy Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Insider Letters, the Placement Unit Purchase Agreement and the Escrow Lock-up Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.22 hereof; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Acquicor Technology Inc)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Service Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a al default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Energy Resources Inc)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Rights Agreement, the Representative's Purchase OptionEscrow Agreement, the Trust Agreement, the Services Agreement Registration Rights Agreement, and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws and Bylaws, as amended, of the Company; or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businessbusiness constituted as of the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Sino Mercury Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof; (ii) result in any violation of the provisions pro-visions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulationregu-lation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (QuadraPoint Acquisition Corp.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Service Agreement, the Subscription Agreement, the Sponsor Note and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with with, any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofAgreement; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (TransTech Services Partners Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement, the Placement Unit Purchase Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of of, any agreement or instrument to which the Company is a party except pursuant to (other than the Trust Agreement referred to in Section 2.24 hereof); (ii) result in any violation of the provisions of the Certificate of Incorporation (the “Company Certificate”) or the Bylaws (the “Bylaws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Star Maritime Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Trust Agreement, the Insider Letter, Warrant Agreement, the Representative's Purchase Option, the Trust Registration Rights Agreement, the Services Agreement and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Second Amended and Restated Memorandum and Articles of Incorporation or the Bylaws Association of the Company, each as may be amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties properties, assets or business.

Appears in 1 contract

Samples: Underwriting Agreement (Aura Fat Projects Acquisition Corp)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the RepresentativeUnderwriter's Purchase Option, the Trust Agreement, the Services Agreement Agreement, the Management Subscription Agreements and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof2.24; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the RepresentativeUnderwriter's Purchase Option, the Warrant Agreement, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.22 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Argyle Security Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate Articles of Incorporation or the Bylaws By-Laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businessbusiness constituted as of the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Education Media, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement Agreements and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to (other than the Trust Agreement referred to in Section 2.24 hereof); (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation (the “Company Certificate”) or the Bylaws of the CompanyCompany (the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Echo Healthcare Acquisition Corp.)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-funded Warrants and the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agent Agreement and the Escrow Agreementall ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Alset EHome International Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Representatives’ Purchase Option, the Trust Agreement, the Services Agreement Subscription Agreement, and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Alyst Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Trust Agreement, the Insider Letter, Warrant Agreement, the Representative's Purchase Option, the Trust Registration Rights Agreement, the Services Agreement and the Escrow Subscription Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Certificate Amended and Restated Memorandum and Articles of Incorporation or the Bylaws Association of the Company, each as may be amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties properties, assets or business.

Appears in 1 contract

Samples: Underwriting Agreement (Aura Fat Projects Acquisition Corp)

No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreementall ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a material breach of, or conflict with any of the material terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereofparty; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the Bylaws bylaws (the “Bylaws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over Governmental Entity as of the Company or any of its properties or businessdate hereof.

Appears in 1 contract

Samples: Underwriting Agreement (DERMAdoctor, LLC)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Underwriter’s Purchase Option, the Trust Agreement, the Services Agreement Agreement, the Management Subscription Agreements and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof2.24; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement Agreements and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to (other than the Trust Agreement referred to in Section 2.24 hereof); (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation (the “Company Certificate”) or the Bylaws of the CompanyCompany (the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Echo Healthcare Acquisition Corp.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 hereof2.24; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to the Trust Agreement referred to in Section 2.24 2.23 hereof; (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (H D Partners Acquisition CORP)

No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Representative's ’s Purchase Option, the Trust Agreement, the Services Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a al default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party except pursuant to (other than the Trust Agreement referred to in Section 2.24 hereof); (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation (the “Company Certificate”) or the Bylaws of the CompanyCompany (the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business.

Appears in 1 contract

Samples: Underwriting Agreement (Key Hospitality Acquisition CORP)

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