Common use of No Conflicts; Government Consents and Permits Clause in Contracts

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not (i) conflict with or result in a violation of any provision of its Certificate Articles of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Subsidiary is a party, or (iii) subject to receipt of Required Approvals and the Required ApprovalsShareholder Approval, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesSubsidiary, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries Subsidiary is a party.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance Sale and, subject to the provisions therein, the conversion of the SharesNotes and the exercise of the Warrants) will not (i) conflict with or result in a violation of any provision of its Certificate the Company’s Charter Documents or require the approval of Incorporation or Bylaws; the Company’s Shareholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or any of its subsidiaries or its securities are subject) applicable to the Company, or (iv) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Encumbrance upon any of the properties or assets of the Company or any subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any employment agreement or employment arrangement to which the Company or any of its Subsidiariessubsidiaries is a party, except in the case of clauses (ii), (iii) and (iv) only, for such conflicts, breaches, defaults, and violations as would not reasonably be expected to have a Material Adverse Effect and, except in the case of clauses (ii) and (iiiiv) only, for such conflicts, breaches, defaults and violations as would not, individually or in Encumbrances created by the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) terms of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a partyIndenture.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate Memorandum and Articles of Incorporation or Bylaws; Association, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Transaction Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance and sale of the SharesSecurities, and subject to the provisions therein, the conversion of the Notes and the exercise of the Warrants) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; Bylaws or other organizational or charter documents or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or any of its subsidiaries or its securities are subject) applicable to the Company, or (iv) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any employment agreement or employment arrangement to which the Company or any of its Subsidiariessubsidiaries is a party, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth , and except in Section 2.5(athe case of clauses (ii) of the Company Disclosure Scheduleand (iv) only, the execution, delivery and performance of this Agreement and the Related Agreements Liens created by the Company and Collateral Documents (as defined in the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a partyIndenture).

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate the Company’s Memorandum and Articles of Incorporation or Bylaws; Association, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a(b) Assuming the accuracy of each of the Company Disclosure SchedulePurchasers’ representations and warranties in Article 3 hereof, the executionCompany is not required to obtain any consent, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under authorization or order of, or make any agreementfiling or registration with, instrument any Governmental Authority or indenture other Person in order for it to which the Company execute, deliver or perform any of its Subsidiaries is a partyobligations under this Agreement in accordance with the terms hereof, or to issue and sell the Securities in accordance with the terms hereof, other than such as have been made or obtained, and except for (i) the registration of the Securities under the Securities Act pursuant to Article 6 hereof, (ii) such filings required to be made under English law or U.S. federal or state or foreign securities laws, and (iii) such required filings or notifications regarding the issuance or listing of additional shares with Nasdaq (collectively, the “Required Approvals”). SECTION 2.5.

No Conflicts; Government Consents and Permits. (a) The Except as set forth in Schedule 2.6(a) of the Disclosure Schedules, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (hereby, including the issuance of the Shares and the Conversion Shares) , will not (i) conflict with or result in a violation of any provision of its Certificate Articles of Incorporation or Bylaws; Bylaws or similar or comparable organizational documents of any Subsidiary, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an any event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Subsidiary is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree Law (including United States federal and state securities laws Laws and regulations and regulations of any self-regulatory organizations to which the Company or its any Subsidiary or their respective securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse EffectSubsidiary. Except as set forth in Section 2.5(aSchedule 2.6(a) of the Company Disclosure ScheduleSchedules, the execution, delivery and performance of this Agreement and the Related Agreements Credit Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including the issuance of the Shares and the Conversion Shares) , will not be deemed a change of control under any agreement, instrument instrument, or indenture to which the Company or any of its Subsidiaries Subsidiary is a party.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not (i) conflict with or result in a violation of any provision of its Certificate Articles of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Subsidiary is a party, or (iii) subject to receipt of Required Approvals and the Required ApprovalsShareholder Approval, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities Preferred Shares are subject) applicable to the Company or any of its SubsidiariesSubsidiary, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries Subsidiary is a party.