No Conflicts; Governmental Approvals. The execution, delivery and performance of the Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) violate any provision of the Company’s Articles of Incorporation (the “Articles”) or Bylaws (the “Bylaws”), each as amended to date, or the Subsidiary’s comparable charter documents, (ii) conflict with, 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 termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or its Subsidiary is a party or by which the Company or its Subsidiary’s respective properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary or by which any property or asset of the Company or its Subsidiary are bound or affected, except for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiary is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the Shares in accordance with the terms hereof (other than any filings, consents and approvals which may be required to be made by the Company under applicable state and federal securities laws, rules or regulations prior to or subsequent to the Closing).
Appears in 3 contracts
Samples: Stock Purchase Agreement (Halozyme Therapeutics Inc), Stock Purchase Agreement (Halozyme Therapeutics Inc), Stock Purchase Agreement (Halozyme Therapeutics Inc)
No Conflicts; Governmental Approvals. The execution, delivery and performance of the Agreement by the Company and Synbiomics and the consummation by the Company and Synbiomics of the transactions contemplated hereby do not and will not not: (i) violate any provision of the Company’s or Synbiomics’ Articles of Incorporation (the “Articles”) or Bylaws (the “Bylaws”), each as amended to date, or the Subsidiary’s comparable charter documents, ; (ii) conflict with, 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 termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or its Subsidiary Synbiomics is a party or by which the Company Company’s or its Subsidiary’s respective Synbiomics’ properties or assets are bound, ; or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary Synbiomics or by which any property or asset of the Company or its Subsidiary are Synbiomics is bound or affected, except for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiary Synbiomics is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the Shares in accordance with the terms hereof (other than any filings, consents and approvals which may be required to be made by the Company or Synbiomics under applicable state and federal securities laws, securities and exchange commission rules or regulations, rules or regulations of any stock exchange upon which shares of common stock of the Company may be listed or rules or regulations prior to or subsequent to the Closingdate hereof).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.), Stock Purchase Agreement (Synthetic Biologics, Inc.)
No Conflicts; Governmental Approvals. The execution, delivery and performance of the Agreement Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) violate any provision of the Company’s Articles certificate of Incorporation (the “Articles”) incorporation or Bylaws (the “Bylaws”), each bylaws as amended to date, or the Subsidiary’s comparable charter documentscurrently in effect, (ii) conflict with, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or its Subsidiary is a party or by which the Company or its SubsidiaryCompany’s respective properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary or by which any property or asset of the Company or its Subsidiary are is bound or affected, except for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the The Company nor its Subsidiary is not required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the Shares to be issued by the Company in accordance with the terms hereof (hereof, other than any filingsfilings that have been made, or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and approvals which may be required regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to be made by the Company under applicable state and federal securities laws, rules laws which the Company undertakes to file or regulations prior obtain within the applicable time periods and the filings required to or subsequent be made pursuant to the Closing)this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Yumanity Therapeutics, Inc.), Securities Purchase Agreement (Exicure, Inc.)
No Conflicts; Governmental Approvals. The execution, delivery and performance of the Agreement by the Company and the Licensee and the consummation by the Company and the Licensee of the transactions contemplated hereby do not and will not not: (i) violate any provision of the Company’s or the Licensee’s Articles of Incorporation (the “Articles”) or Bylaws (the “Bylaws”), each as amended to date, or the Subsidiary’s comparable charter documents, ; (ii) conflict with, 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 termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or its Subsidiary the Licensee is a party or by which the Company Company’s or its Subsidiarythe Licensee’s respective properties or assets are bound, ; or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary the Licensee or by which any property or asset of the Company or its Subsidiary are the Licensee is bound or affected, except for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiary the Licensee is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the Shares in accordance with the terms hereof (other than any filings, consents and approvals which may be required to be made by the Company or the Licensee under applicable state and federal securities laws, securities and exchange commission rules or regulations, rules or regulations of any stock exchange upon which shares of common stock of the Company may be listed or rules or regulations prior to or subsequent to the Closingdate hereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.)
No Conflicts; Governmental Approvals. The execution, delivery and performance of the Agreement by the Company and Synbiomics and the consummation by the Company and Synbiomics of the transactions contemplated hereby do not and will not not: (i) violate any provision of the Company’s or Synbiomics’ Articles of Incorporation (the “Articles”) or Bylaws (the “Bylaws”), each as amended to date, or the Subsidiary’s comparable charter documents, ; (ii) conflict with, 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 termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or its Subsidiary Synbiomics is a party or by which the Company Company’s or its Subsidiary’s respective Synbiomics’ properties or assets are bound, ; or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary Synbiomics or by which any property or asset of the Company or its Subsidiary are Synbiomics is bound or affected, except for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiary Synbiomics is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the SYN Shares or the New Shares in accordance with the terms hereof (other than any filings, consents and approvals which may be required to be made by the Company or Synbiomics under applicable state and federal securities laws, securities and exchange commission rules or regulations, rules or regulations of any stock exchange upon which shares of common stock of the Company may be listed or rules or regulations prior to or subsequent to the Closingdate hereof).
Appears in 1 contract
Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.)
No Conflicts; Governmental Approvals. The execution, delivery and performance of the Agreement Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) violate any provision of the Company’s 's Articles of Incorporation (the “"Articles”") or Bylaws (the “"Bylaws”"), each as amended to date, or the Subsidiary’s 's comparable charter documents, (ii) conflict with, 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 termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or its Subsidiary is a party or by which the Company or its Subsidiary’s 's respective properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary or by which any property or asset of the Company or its Subsidiary are bound or affected, except for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiary is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement the Transaction Documents or issue and sell the Shares Securities in accordance with the terms hereof (other than any filings, consents and approvals which may be required to be made by the Company under applicable state and federal securities laws, rules or regulations prior to or subsequent to the Closing, or any registration provisions provided in the Registration Rights Agreement).
Appears in 1 contract
Samples: Securities Purchase Agreement (Halozyme Therapeutics Inc)