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 the Transaction Documents by ProQR and the consummation by ProQR of the transactions contemplated thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of ProQR’s Organizational Documents, (ii) result in any encumbrance upon any of the Shares, other than restrictions on resale pursuant to securities laws or as set forth in this Agreement, (iii) materially violate or conflict with, or result in a material breach, default, modification, acceleration of payment or termination under of any provision of, or constitute a default under, any Material Contract, or (iv) result in a material 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) applicable to ProQR as of the Execution Date. (b) ProQR is not required to obtain any consent, authorization or order of, or make any filing or registration with, any Governmental Authority in order for it to execute, deliver and perform its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Shares in accordance with the terms hereof, other than such as have been made or obtained, and except for (i) any post-Closing filings required to be made under federal or state “blue sky” or securities laws or (ii) any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq.

No Conflicts; Government Consents and Permits. (a) The Assuming receipt of the Stockholder Approval, the execution, delivery and performance of this Agreement and the other Transaction Documents by ProQR Akcea and the consummation by ProQR Akcea 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 ProQRAkcea’s Organizational DocumentsCertificate of Incorporation or Bylaws, (ii) result in any encumbrance upon any of the Shares, other than restrictions on resale pursuant to securities laws or as set forth in this Agreement, (iii) materially violate or conflict with, or result in a material breach, default, modification, acceleration of payment or termination under breach of any provision of, or constitute a default under, any Material Contractagreement, indenture, or instrument to which Akcea is a party, or (iviii) result in a material violation of any lawApplicable Law to Akcea, ruleexcept in the case of clauses (ii) and (iii) only, regulationfor such conflicts, orderbreaches, judgment defaults, and violations as would not reasonably be expected to have a Material Adverse Effect or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to ProQR as of the Execution Dateresult in a material liability for Ionis. (b) ProQR Akcea is not required to obtain any consent, authorization or order of, or make any filing or registration with, any Governmental Authority court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver and or perform any of its obligations under this Agreement and the other Transaction Documents in accordance with the terms hereofhereof and thereof, or to issue and sell the Shares in accordance with the terms hereof, hereof other than such as have been made or obtained, and except for (i) any post-Closing closing filings required to be made under federal or state “blue sky” or securities laws or and (ii) any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of the Transaction Documents this Agreement by ProQR Precision and the consummation by ProQR Precision of the transactions contemplated thereby hereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of ProQRPrecision’s Organizational Documents, (ii) result in any encumbrance upon any of the Shares, other than restrictions on resale pursuant to securities laws or as set forth in this Agreement, (iii) materially violate or conflict with, or result in a material breach, default, modification, acceleration of payment or termination under of any provision of, or constitute a default under, any Material Contract, or (iv) result in a material 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) applicable to ProQR Precision as of the Execution Date. (b) ProQR Precision is not required to obtain any consent, authorization or order of, or make any filing or registration with, any Governmental Authority in order for it to execute, deliver and perform its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Shares in accordance with the terms hereof, other than such as have been made or obtained, and except for (i) for any post-Closing filings required to be made under federal or state “blue sky” or securities laws or laws, (ii) for any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq, and (iii) as required under the HSR Act or as may be required pursuant to Article 10 of the Development and License Agreement.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of the Transaction Documents this Agreement by ProQR Precision and the consummation by ProQR Precision of the transactions contemplated thereby hereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of ProQRPrecision’s Organizational Documents, (ii) result in any encumbrance upon any of the Shares, other than restrictions on resale pursuant to securities laws or as set forth in this Agreement or the Registration Rights Agreement, (iii) materially violate or conflict with, or result in a material breach, default, modification, acceleration of payment or termination under of any provision of, or constitute a material default under, any Material Contract, or (iv) result in a material violation of any law, rule, regulation, orderOrder, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to ProQR as of the Execution DatePrecision, in each case, which have been made or will be made in a timely manner. (b) ProQR Precision is not required to obtain any consent, authorization or order Order of, or make any filing or registration with, any Governmental Authority in order for it to execute, deliver and perform its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Shares in accordance with the terms hereof, other than such as have been made or obtained, and except for (i) for any post-Closing filings required to be made under federal or state “blue sky” or securities laws or and (ii) for any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by the Transaction Documents by ProQR Company and the consummation by ProQR the Company of the transactions contemplated thereby hereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of ProQR’s Organizational Documentsthe Articles of Organization or Bylaws, (ii) result in any encumbrance upon any of the Shares, other than restrictions on resale pursuant to securities laws or as set forth in this Agreement, (iii) materially violate or conflict with, or result in a material breach, default, modification, acceleration of payment or termination under breach of any provision of, or constitute a default under, any Material Contractagreement, indenture, or instrument to which the Company is a party, or (iviii) assuming that all filings, approvals and authorizations contemplated by subsection 2.5(b) below have been obtained or made, result in a material 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) Law applicable to ProQR the Company, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults, and violations as of the Execution Datewould not reasonably be expected to have a Company Material Adverse Effect. (b) ProQR The Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or Governmental Authority or self-regulatory agency in order for it the Company to execute, deliver and perform its obligations under this Agreement in accordance with the terms hereof, or including to issue and sell the Shares Securities in accordance with the terms hereof, other than such as have been made or obtained, and except for (i) filings required under applicable Antitrust Laws and expiration or termination of the applicable waiting period under applicable Antitrust Laws, (ii) any post-Closing filings required to be made under federal or state “blue sky” or securities laws or laws, (iiiii) any required filings or notifications regarding the sale, issuance or listing of additional shares with NasdaqNASDAQ.