Common use of No Conflicts, etc Clause in Contracts

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate certificate of Incorporation incorporation of the Company (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, and the 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 or any of 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 of incorporation or bylaws of the Company’s Certificate of Incorporation (, each as the same may be amended or restated from time to time, (the “CharterCharter Documents”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Changeits properties or business.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreementthe 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 or violation 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 any of its Subsidiaries pursuant to the terms of any agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a partyparty or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the CompanyMemorandum and Articles; or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any Governmental Entity governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation Formation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, and the 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 or any of 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 Company’s Certificate memorandum and articles of Incorporation association of the Company (as the same may be amended or restated from time to time, the “CharterCharter Documents”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Changeits properties or business.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Memorandum and Articles of Incorporation Association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity having jurisdiction over the Company as of the date hereof, except, with respect to except in the cases of clauses (i) and (iii)) for such breaches, as conflicts or violations which would not reasonably be expected to result in cause a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreementthe Transaction Documents and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect as to clauses (i) and (iii), as where such breach, conflict or violation would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, and the 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 or any of 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 Company’s Certificate certificate of Incorporation incorporation or bylaws of the Company (as the same may be amended or restated from time to time, the “CharterCharter Documents”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Changeits properties or business.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and the Representative’s Purchase Option, the consummation by the Company of the transactions herein contemplated and therein contemplated, and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or any of its and the Subsidiaries pursuant to the terms of any agreement or instrument to which any of the Company or any of its Subsidiaries the Subsidiaries, as applicable, is a party; party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; Organizational Documents; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity governmental authority as of the date hereof, except, with respect to clauses except in the case of (i) and or (iii), such as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Memorandum and Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Amended and Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity governmental authority as of the date hereof, except, with respect to clauses hereof except in the case of (i) and or (iiiii), such as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement, the Services Agreement, and the Warrants Purchase 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 material lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Certificate Amended and Restated Memorandum and Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws Association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Changeits properties or business.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Memorandum of Incorporation Association or Articles of Association (together, as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and hereof except in the case of clause (iii), as ) for such violations and other matters that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement, the Registration Rights Agreement and the 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 material lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Amended and Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Changeits properties or business.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement and the Underwriters’ Warrant 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 or any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “CharterCertificate of Incorporation”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and the 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 or any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “CharterCertificate of Incorporation”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Firm Warrants, the Representative’s Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of its Subsidiaries pursuant to the terms of any material 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 Company’s Amended and Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Memorandum and Articles of Incorporation Association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Articles of Incorporation Association of the Company (as the same may be amended or restated from time to time, the “CharterArticles of Association”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation of the Company (as the same may be amended or restated from time to time, the “CharterCertificate of Incorporation”) or the by-laws of the Company); or (iii) violate result in the Company’s violation of any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Escrow Agreement and the Leak-Out Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or any of its and the Subsidiaries pursuant to the terms of any agreement or instrument to which any of the Company or any of its Subsidiaries the Subsidiaries, as applicable, is a party; party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; Organizational Documents; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity governmental authority as of the date hereof, except, with respect to clauses except in the case of (i) and or (iii), such as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 or any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) except violations that individually and (iii), as in the aggregate would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof 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 any of 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 Company’s Certificate Memorandum and Articles of Incorporation Association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to except in the case of clauses (i) and (iii)) for such breach, as conflict, default or violation which would not reasonably be expected to result in cause a Material Adverse ChangeChange .

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof 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 any of 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 Company’s Certificate 's Articles of Incorporation (as the same may be amended or restated from time to time, the “"Charter”") or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity applicable to the Company as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Memorandum and Articles of Incorporation Association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and hereof except in the case of clause (iii)) above, as for such violations which would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and the Ancillary Agreements, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to the terms of any agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a partyparty or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Company’s Certificate Amended and Restated Memorandum and Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws Association of the Company; or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Changeits properties or business.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Escrow Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or any of its and the Subsidiaries pursuant to the terms of any agreement or instrument to which any of the Company or any of its Subsidiaries the Subsidiaries, as applicable, is a party; party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; Organizational Documents; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity governmental authority as of the date hereof, except, with respect to clauses except in the case of (i) and or (iii), such as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof 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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to except in the case of clauses (i) and (iii)) for such breach, as conflict, default or violation which would not reasonably be expected to result in cause a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of its Subsidiaries pursuant to the terms of any material 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Representative’s Warrant and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 or any of 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 Company’s Certificate memorandum and articles of Incorporation association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to except in the case of clauses (i) and (iii)) above for any such breaches, as conflicts or violations which would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof 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 lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Certificate Amended and Restated Articles of Incorporation Incorporation, as amended (as the same may be amended or restated from time to time, the “Charter”) ), or the by-laws of Company’s bylaws (the Company“Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof), except, with respect as to clauses (i) and (iii), as where such breach, conflict or violation would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Memorandum of Incorporation Continuance (as the same may be amended or restated from time to time, the “Charter”) or the bybye-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate memorandum and articles of Incorporation association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to except in the case of clauses (i) and (iii)) above for any such breaches, as conflicts or violations which would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of each of this Agreement and the Deposit 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 or any of its Subsidiaries pursuant to the terms of any agreement or instrument to which the Company or any of its Subsidiaries Subsidiary is a party; (ii) result in any violation of the provisions of the Company’s Certificate Memorandum and Articles of Incorporation Association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to in the cases of clauses (i) and (iii), as for such breaches, conflicts or violations which would not reasonably be expected to result in have a Material Adverse ChangeEffect.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Amended and Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws (the “By-laws”) of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement and the Selling Agents’ Warrant 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 or any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “CharterCertificate of Incorporation”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and the Representative’s Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 or any of 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 Company’s Certificate Notice of Incorporation Articles (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to in the case of clauses (i) and (iii)) above, as for any such conflict, breach, violation, default, lien, charge or encumbrance that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreementthe 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 or any of 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 Company’s Certificate Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of Company’s bylaws (the Company“Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity Entity”) as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of each of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 termination, or imposition of any lien, charge charge, or encumbrance upon any property or assets of the Company or any of 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 Company’s Certificate Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order order, or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate articles of Incorporation incorporation of the Company (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof; or (iv) trigger a reset or repricing of any outstanding securities of the Company, except, except with respect to clauses (i) and (iii)) above for any such breach, as conflict, violation, default, lien, charge or encumbrance that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a 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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to except in the case of clauses (i) and (iii)) for such breach, as conflict, default or violation which would not reasonably be expected to result in cause a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Deposit Agreement, the Representative’s Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation Constitution (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Amended and Restated Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Representative’s Option Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Articles of Incorporation (as the same may be amended or restated from time to time, the “CharterArticles of Incorporation”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Representatives’ Warrant and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 or any of 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 Company’s Certificate memorandum and articles of Incorporation association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to except in the case of clauses (i) and (iii)) above for any such breaches, as conflicts or violations which would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and the Representative’s Warrants, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or any of its and the Subsidiaries pursuant to the terms of any agreement or instrument to which any of the Company or any of its Subsidiaries the Subsidiaries, as applicable, is a party; party; (ii) result in any violation of the provisions of the Company’s Certificate Memorandum and Articles of Incorporation Association (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; Organizational Documents”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity governmental authority as of the date hereof, except, with respect to clauses except in the case of (i) and or (iii), such as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The Except as set forth in Schedule 7G, the execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof 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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity Entity”) as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreementthe Transaction Documents, the consummation by the Company of the transactions herein contemplated therein contemplated, and the compliance by the Company with the terms hereof thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to the terms of any agreement agreement, obligation, condition, covenant, or instrument to which the Company or any of its Subsidiaries is a partyparty or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation or Bylaws of the Company (as the same may be amended or restated from time to timecollectively, the “CharterCharter Documents”) or the by-laws of the Company); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order order, or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereofits properties, exceptbusiness or assets. , with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.2019

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with of 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 material property or assets of the Company or any of its Subsidiaries pursuant to the terms of any material 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement, the Services Agreement, and the Unit Purchase 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 material lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Certificate Amended and Restated Memorandum and Articles of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws Association of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Changeits properties or business.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this Agreement, the Underwriters’ Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Third Amended and Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “CharterC of I”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate Articles of Incorporation of the Company (as the same may be amended or restated from time to time, the “CharterArticles of Incorporation”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of 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 Company’s Restated Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws bylaws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity governmental authority as of the date hereof, except, with respect to in the case of clauses (i) and (iii), as for such breaches, conflicts, defaults, liens, charges, encumbrances or violations that would not or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof 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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to except in the case of clauses (i) and (iii)) for such breach, as conflict, default or violation which would not reasonably be expected to result in cause a Material Adverse ChangeChange .

No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Deposit Agreement, the Representatives’ Warrant Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation Constitution (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery delivery, and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation of the Company (as the same may be amended or restated from time to time, the “CharterCertificate of Incorporation”) or the by-laws of the Company); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity 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, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses ; except in the case of (i) and or (iii), ) such as would could not have or reasonably be expected to result in a Material Adverse Change.

No Conflicts, etc. The execution, delivery and performance by the Company of this AgreementAgreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (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 any of 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 Company’s Certificate of Incorporation Formation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clauses (i) and (iii), as would not reasonably be expected to result in a Material Adverse Change.