No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement and all documents ancillary hereto, 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 material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the certificate of incorporation of the Company (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Journey Medical Corp), Underwriting Agreement (Journey Medical Corp)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement, the Representative’s Unit Purchase Option Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 of its properties or business constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agreements and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company (as the same may be amended from time to time, the “Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”) ), or the bylaws of the Company’s by-laws; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof), except in the case of clauses except, as to (i) and (iii) for ), where such breach, conflict, default conflict or violation which would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Underwriting Agreement (Soligenix, Inc.), Underwriting Agreement (Soligenix, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of Incorporation”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereofhereof (including, except in without limitation, those promulgated by the case Food and Drug Administration of clauses the U.S. Department of Health and Human Services (ithe “FDA”) and (iii) for such breachor by any foreign, conflictfederal, default state or violation which would not reasonably be expected local regulatory authority performing functions similar to result in a Material Adverse Effectthose performed by the FDA).
Appears in 2 contracts
Samples: Underwriting Agreement (Heat Biologics, Inc.), Underwriting Agreement (Heat Biologics, Inc.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Underwriters’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company (as the same may be amended from time to time, the “Amended and Restated Certificate of Incorporation”) , or the bylaws By-laws of the Company, each as currently in effect (the “Charter Documents”); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriting Agreement (Ventrus Biosciences Inc)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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 or the Subsidiary pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company or the Subsidiary is a party or as to which any property of the Company or the Subsidiary is a party; (ii) result in any violation of the provisions of the Company’s certificate of incorporation of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the Company’s bylaws of (as the Companysame may be amended or restated from time to time, the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses clause (i) and or (iii) for such breach), conflict, default or violation which as would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Underwriting Agreement (ClearSign Technologies Corp), Underwriting Agreement (Manhattan Bridge Capital, Inc)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-funded Warrants, and the Warrant Agent Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company Company’s Certificate Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Alset Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants, the Warrant Agreement and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
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 Firm Warrants, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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 material agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (iSign Solutions Inc.), Underwriting Agreement (iSign Solutions Inc.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement and all documents ancillary heretothe Transaction 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: (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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws of the Company); or (iii) result in the Company’s violation of violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or body or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Subscription Agreement (Alliance MMA, Inc.), Subscription Agreement (Alliance MMA, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants, the Warrant Agreement and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (eFleets Corp), Underwriting Agreement (eFleets Corp)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Warrants, the Warrant Agent Agreements and the Representative’s Warrant and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company Company’s Certificate Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants, the Warrant Agreement and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 material breach of, or conflict with with, in any material respect 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 or as to which any property of the Company is a party; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be have been amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the CompanyCompany (the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (ComSovereign Holding Corp.), Underwriting Agreement (ComSovereign Holding Corp.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrants, and the Warrant Agent Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws Bylaws of the Company; or (iii) result in the Company’s violation of violate any existing applicable law, rule, regulation, judgment, order order, or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representatives’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the Company’s bylaws of (the Company“Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (RumbleON, Inc.), Underwriting Agreement (RumbleON, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation, including without limitation, the certificate of incorporation designation for the Preferred Shares (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result violate in the Company’s violation of any material respect 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (PARETEUM Corp), Underwriting Agreement (PARETEUM Corp)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (usell.com, Inc.), Underwriting Agreement (usell.com, Inc.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement, the Insider Letters, the Services Agreement and all documents ancillary heretothe 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 partyparty except pursuant to the Trust Agreement referred to in Section 2.22 hereof; (ii) result in any violation of the provisions of the certificate of incorporation of the Company (as the same may be amended from time to time, the “Amended and Restated Certificate of Incorporation”) Incorporation or the bylaws Bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effectbusiness.
Appears in 2 contracts
Samples: Underwriting Agreement (Federal Services Acquisition CORP), Underwriting Agreement (Federal Services Acquisition CORP)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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 or as to which any property of the Company is a party; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be have been amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the CompanyCompany (the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (GreenBox POS), Underwriting Agreement (GreenBox POS)
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 all documents ancillary heretothe 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 material breach of, or conflict with any of the terms and provisions of, or constitute a material 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 partyparty (other than the Trust Agreement ); (ii) result in any violation of the provisions of the certificate Amended and Restated Certificate of incorporation Incorporation (the "Company Certificate") or the Bylaws of the Company (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws of the Company"Bylaws"); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effectbusiness.
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 of this Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 material breach of, or conflict in any material respect 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the CompanyCompany (the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, ; except in the case cases of clauses (i) and clause (iii) above, for such breachbreaches, conflict, default conflicts or violation which defaults that would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Underwriting Agreement (Acurx Pharmaceuticals, LLC), Underwriting Agreement (Acurx Pharmaceuticals, LLC)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Articles of incorporation Association of the Company (as the same may be amended from time to time, the “Certificate Articles of IncorporationAssociation”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (China Education, Inc), Underwriting Agreement (China Education, Inc)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretothe Representative’s Purchase Option, the consummation by the Company of the transactions herein and therein contemplated 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 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 any of the Company and the Subsidiaries pursuant to the terms of any agreement or instrument to which any of the Company or the Subsidiaries, as applicable, is a party; party; (ii) result in any violation of the provisions of the certificate of incorporation of the Company (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws of the Company; ’s Organizational Documents; or (iii) result in the Company’s violation of 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 constituted authority as of the date hereof, except in the case of clauses (i) and or (iii) for ), such breach, conflict, default or violation which as would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Underwriting Agreement (Syra Health Corp), Underwriting Agreement (Syra Health Corp)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Memorandum and Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (OKYO Pharma LTD), Underwriting Agreement (OKYO Pharma LTD)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants, the Warrant Agreement, the Representative’s Warrant, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co), Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement, the Warrant Agency Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Towerstream Corp), Underwriting Agreement (Towerstream Corp)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and the Placement Agent Warrants and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company's Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Placement Agency Agreement (Moxian, Inc.), Placement Agency Agreement (Moxian, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Warrants, the Representative’s Warrant Agreement, and all documents ancillary heretodocuments, 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 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 or as to which any property of the Company is a party; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be have been amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Agriforce Growing Systems Ltd.), Underwriting Agreement (Agriforce Growing Systems Ltd.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Articles of incorporation of the Company Incorporation, as amended (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws Amended and Restated Bylaws, as amended (the “Bylaws”) of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (GEE Group Inc.), Underwriting Agreement (GEE Group Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agency Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of Incorporation”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Activecare, Inc.), Underwriting Agreement (Activecare, Inc.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement, the Services Agreement and all documents ancillary heretothe 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 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 partyparty (other than the Trust Agreement ); (ii) result in any violation of the provisions of the certificate Certificate of incorporation of the Company Incorporation (as the same may be amended from time to time, the “Certificate of IncorporationCompany Certificate”) or the bylaws Bylaws (the “Bylaws”) of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effectbusiness.
Appears in 2 contracts
Samples: Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreements and the Warrant Agency Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 material breach of, or conflict with with, in any material respect 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 or as to which any property of the Company is a party; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be have been amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the CompanyCompany (the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Treasure Global Inc), Underwriting Agreement (Treasure Global Inc)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 material breach of, or material conflict with 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be have been amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the CompanyCompany (the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Urban-Gro, Inc.), Underwriting Agreement (Urban-Gro, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-Funded Warrant Certificate and the Representative’s Warrant Agreement and all documents material ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
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 Agreement, the Pre-funded Warrants, the Warrant Agent Agreement, and the Representative’s Warrant and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company Company’s Certificate Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Alset EHome International Inc.), Underwriting Agreement (Alset EHome International Inc.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement Agreement, the Warrants and all documents ancillary heretoagreements, 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 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 or the Subsidiary pursuant to the terms of, any agreement or instrument to which the Company or the Subsidiary is a partyparty such as would result in a Material Adverse Effect; (ii) result in any violation of the provisions of the certificate Company’s or the Subsidiary’s Certificate of incorporation of the Company Incorporation or similar document or Bylaws (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 the Subsidiary or any of its their properties or assets or business constituted as of the date hereof, except in the case of clauses (i) and (iii) for hereof such breach, conflict, default or violation which as would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Novelos Therapeutics, Inc.), Underwriting Agreement (Novelos Therapeutics, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time) or the by-laws (as the same may be amended or restated from time to time, together with the Articles of Incorporation, the “Certificate of IncorporationCharter”) or the bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, hereof except in the case of clauses (i) and (iii) for any such breach, conflict, default violation, default, lien, charge or violation which encumbrance that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Underwriting Agreement (Nano Nuclear Energy Inc.), Underwriting Agreement (Nano Nuclear Energy Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Escrow Agreements, the Selling Agent’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the Company’s bylaws of (as the Companysame may be amended or restated from time to time, the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Selling Agency Agreement (Level Brands, Inc.), Selling Agency Agreement (Level Brands, Inc.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement Agreement, the Representative’s Warrant and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Certificate of incorporation of the Company Incorporation (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Cavico Corp)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company and Shareholders of this Agreement and all documents ancillary heretoAgreement, 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: (i) result in a material breach of, or conflict with 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 or Shareholders pursuant to the terms of any agreement or instrument to which the Company or Shareholders is a party; (ii) result in any violation of the provisions of the certificate Certificate of incorporation of the Company Incorporation (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws (“Bylaws”) of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Underwriting Agreement (Longwei Petroleum Investment Holding LTD)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBy-laws”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants, the Warrant Agreement and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws (the “Bylaws”) of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Deposit Agreement, the Representatives’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company Company’s Constitution (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Immuron LTD)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-funded Warrants and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Transcode Therapeutics, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-Funded Warrant Certificate, the Warrant Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Foremost Lithium Resource & Technology Ltd.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representatives’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Meridian Waste Solutions, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; or (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect).
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws (the “By-laws”) of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws (the “Bylaws”) of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate amended and restated Articles of incorporation Incorporation of the Company (as the same may be amended from time to time, the “Certificate Articles of Incorporation”) or the bylaws of the Company); or (iii) result except as set forth in the Company’s violation of Registration Statement or Prospectus, 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (SkyPeople Fruit Juice, Inc)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Placement Agent's Warrant Agreement, the Pre-Funded Warrants and all documents ancillary heretodocuments, 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 material breach of, or material 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 partyparty or as to which any property of the Company is a party or any of its assets are bound, except as set forth in the Registration Statement, Disclosure Package and Prospectus; (ii) result in any violation of the provisions of the certificate Company's Notice of incorporation of the Company Articles (as the same may be amended or restated from time to time, the “Certificate of Incorporation”"Charter") or the bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Placement Agency Agreement (KWESST Micro Systems Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants, the Warrant Agent Agreement and the Representative’s Warrant and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company Company’s Certificate Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
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 all documents ancillary heretothe 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 partyparty except pursuant to the Trust Agreement referred to in Section 2.24; (ii) result in any violation of the provisions of the certificate of incorporation of the Company (as the same may be amended from time to time, the “Certificate of Incorporation”) Incorporation or the bylaws Bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Deposit Agreement the Representative’s Warrant and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate memorandum and articles of incorporation of the Company association (as the same may be amended from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Sunity Online Entertainment LTD)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 assets or business constituted (each, a “Governmental Entity”), as of the date hereof, except in the case cases of clauses (i) and (iii) for such breachbreaches, conflict, default conflicts or violation violations which would not reasonably be expected to result in have a Material Adverse EffectChange.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and the Warrant Agent Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation, including, without limitation, the certificate of incorporation designation for the Preferred Stock (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result in the Company’s violation of violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency Governmental Entity or court, domestic or by any foreign, having jurisdiction over the Company federal, state or any of its properties or business constituted as of the date hereoflocal regulatory authority, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which violations that would not reasonably be expected to result in have a Material Adverse EffectChange.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-Funded Warrants and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be have been amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Representative’s Option Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Articles of incorporation of the Company Incorporation (as the same may be amended from time to time, the “Certificate Articles of Incorporation”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Skystar Bio-Pharmaceutical Co)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 material breach of, or material 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; (ii) result in any violation of the provisions of the certificate Company’s Notice of incorporation of the Company Articles (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (KULR Technology Group, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Pre-Funded Warrant Certificate, the Warrant Agreement, the Representative's Warrant and all documents ancillary heretodocuments, 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 material breach of, or material conflict with 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; (ii) result in any violation of the provisions of the certificate Company's Notice of incorporation of the Company Articles (as the same may be have been amended or restated from time to time, the “Certificate of Incorporation”) or the bylaws of the Company"Charter"); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrants and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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 indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and the Representatives’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, hereof except in the case of clauses (i) and or (iii) for ii), such breach, conflict, default or violation which as would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agreements and the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (CVSL Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Warrant Agent Agreement, the Public Warrants and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except violations that individually and in the case of clauses (i) and (iii) for such breach, conflict, default or violation which aggregate would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate articles of incorporation of the Company (as the same may be amended from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement, the Exchange Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the CompanyCompany or limited liability agreement or certificate of formation of SCP; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all respective ancillary documents ancillary heretothereunder, 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 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 or its subsidiary pursuant to the terms of any agreement or instrument to which the Company or any of its Subsidiaries is a party; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted authority as of the date hereof, hereof except in the case of clauses (i) and or (iii) for ii), such breach, conflict, default or violation which as would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 1 contract
Samples: Underwriting Agreement (iBio, Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the CompanyCompany (the “By-Laws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Escrow Agreement, the Placement Agents’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the Company’s bylaws of (as the Companysame may be amended or restated from time to time, the “Bylaws”); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Placement Agency Agreement (Campagna Motors USA 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 all documents ancillary heretothe 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 material breach of, or conflict with any of the terms and provisions of, or constitute a material 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 partyparty (other than the Trust Agreement ); (ii) result in any violation of the provisions of the certificate Amended and Restated Certificate of incorporation Incorporation (the “Company Certificate”) or the Bylaws of the Company (as the same may be amended from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effectbusiness.
Appears in 1 contract
Samples: Underwriting Agreement (Key Hospitality Acquisition CORP)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Warrant Agreement, the Representatives’ Warrant Agreement, the Warrants and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and the Warrant Agent Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result violate in the Company’s violation of any material respect 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 constituted Governmental Entity as of the date hereofhereof (including, except in without limitation, those promulgated by the case Food and Drug Administration of clauses the U.S. Department of Health and Human Services (ithe “FDA”) and (iii) for such breachor by any foreign, conflictfederal, default state or violation which would not reasonably be expected local regulatory authority performing functions similar to result in a Material Adverse Effectthose performed by the FDA).
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Deposit Agreement, the Representative’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company Company’s Constitution (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Immuron LTD)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement Agreement, the Trust Agreement, the Insider Letter, Warrant Agreement, the Registration Rights Agreement, and all documents ancillary heretothe 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: (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; (ii) result in any violation of the provisions of the certificate Amended and Restated Memorandum and Articles of incorporation Association of the Company (Company, each as the same may be amended from time to time(collectively, the “Certificate of IncorporationCharter Documents”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effectbusiness.
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 and the Warrant Agreements, and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBy-laws”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Underwriter’s Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate amended and restated Certificate of incorporation of the Company Incorporation (as the same may be amended from time to time, the “Certificate of Incorporation”) or the bylaws of the Company); or (iii) result in the Company’s a material violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Uni-Pixel)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-Funded Warrants, the Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Memorandum of incorporation of the Company Continuance (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws bye-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Altamira Therapeutics Ltd.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; or (ii) result in any violation of the provisions of the certificate Company's Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company; or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.)..
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Placement Agent Warrant, and each warrant agreement representing the Warrants to be delivered to each Investor in the Offering, and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Articles of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result in the Company’s violation of violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency Governmental Entity or court, domestic or by any foreign, having jurisdiction over the Company federal, state or any of its properties or business constituted as of the date hereoflocal regulatory authority, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which violations that would not reasonably be expected to result in have a Material Adverse EffectChange.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Representatives’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, hereof except in the case of clauses (i) and or (iii) for ii), such breach, conflict, default or violation which as would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 1 contract
Samples: xG TECHNOLOGY, INC.
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Pre-funded Warrants and the Warrant Agent Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate of incorporation of the Company Company’s Certificate Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Alset EHome International Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement and all respective ancillary documents ancillary heretothereunder, 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 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 or its Subsidiaries pursuant to the terms of any agreement or instrument to which the Company or any of its Subsidiaries is a party; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted authority as of the date hereof, hereof except in the case of clauses (i) and or (iii) for ii), such breach, conflict, default or violation which as would not reasonably be expected to result in a Material Adverse EffectChange.
Appears in 1 contract
Samples: Underwriting Agreement (iBio, Inc.)
No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Articles of incorporation Incorporation of the Company (as the same may be amended from time to time, the “Certificate Articles of Incorporation”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (China Education Alliance Inc.)
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Underwriters’ Warrant Agreement and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Amended and Restated Certificate of incorporation of the Company Incorporation (as the same may be amended or restated from time to time, the “Certificate of IncorporationCharter”) or the bylaws by-laws of the Company; or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement Agreement, the Transaction Documents and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result in the Company’s violation of 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 constituted Governmental Entity as of the date hereof, except in the case of clauses (i) and (iii) for such breach, conflict, default or violation which would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
No Conflicts, etc. The execution, delivery, delivery and performance by the Company of this Agreement, the Warrant Agent Agreement and the Placement Agent Warrant and all documents ancillary heretodocuments, 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 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; (ii) result in any violation of the provisions of the certificate Company’s Certificate of incorporation Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to time, the “Certificate of IncorporationBylaws”) or the bylaws of the Company); or (iii) result violate in the Company’s violation of any material respect 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 constituted Governmental Entity as of the date hereofhereof (including, except in without limitation, those promulgated by the case Food and Drug Administration of clauses the U.S. Department of Health and Human Services (ithe “FDA”) and (iii) for such breachor by any foreign, conflictfederal, default state or violation which would not reasonably be expected local regulatory authority performing functions similar to result in a Material Adverse Effectthose performed by the FDA).
Appears in 1 contract
