Common use of No Conflicts; Governmental Approvals Clause in Contracts

No Conflicts; Governmental Approvals. The execution, delivery and performance of the 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 certificate of incorporation or bylaws as currently in effect, (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 is a party or by which the Company’s 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 by which any property or asset of the Company is bound or affected. The Company 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 Securities to be issued by the Company in accordance with the terms hereof, other than filings that have been made, or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file or obtain within the applicable time periods and the filings required to be made pursuant to this Agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (PLx Pharma Inc.), Securities Issuance Agreement (Ziopharm Oncology Inc), Securities Issuance Agreement (Ziopharm Oncology Inc)

AutoNDA by SimpleDocs

No Conflicts; Governmental Approvals. The execution, delivery and performance of the Transaction Documents 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 certificate Articles of incorporation Incorporation (the “Articles”) or bylaws Bylaws (the “Bylaws”), each as currently in effectamended to date, or the Subsidiary’s comparable charter documents, (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 CompanyCompany 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 is 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. The Neither 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 Securities to be issued by the Company Shares in accordance with the terms hereof, hereof (other than filings that have been madeany filings, or will consents and approvals which may be made, or consents that have been obtained, or will required to be obtained, pursuant to made by the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to Company under applicable state and federal securities laws which laws, rules or regulations prior to or subsequent to the Company undertakes to file or obtain within the applicable time periods and the filings required to be made pursuant to this AgreementClosing).

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 Transaction Documents 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 certificate or Synbiomics’ Articles of incorporation Incorporation or bylaws Bylaws, each as currently in effect, amended to date; (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 Synbiomics is a party or by which the Company’s or 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 Synbiomics or by which any property or asset of the Company or 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. The Neither the Company nor Synbiomics 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 Securities to be issued by the Company Shares in accordance with the terms hereof, hereof (other than filings that have been madeany filings, consents and approvals required to be made by the Company or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to Synbiomics under applicable state and federal securities laws laws, securities and exchange commission rules or regulations, rules or regulations of any stock exchange upon which shares of common stock of the Company undertakes may be listed or rules or regulations prior to file or obtain within subsequent to the applicable time periods and the filings required to be made pursuant to this Agreementdate 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 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 certificate of incorporation or bylaws as currently in effect, (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 is a party or by which the Company’s 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 by which any property or asset of the Company is bound or affected. The Company 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 Securities Shares to be issued by the Company in accordance with the terms hereof, other than filings that have been made, or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file or obtain within the applicable time periods and the filings required to be made pursuant to this Agreement.

Appears in 2 contracts

Samples: Form of Securities Purchase Agreement (Yumanity Therapeutics, Inc.), Securities Purchase Agreement (Exicure, Inc.)

No Conflicts; Governmental Approvals. The execution, delivery and performance of the 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 certificate 's Articles of incorporation Incorporation (the "Articles") or bylaws Bylaws (the "Bylaws"), each as currently in effectamended to date, or the Subsidiary's comparable charter documents, (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’s 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 is 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. The Neither 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 the Transaction Documents or issue and sell the Securities to be issued by the Company in accordance with the terms hereof, hereof (other than filings that have been madeany filings, or will consents and approvals which may be made, or consents that have been obtained, or will required to be obtained, pursuant to made by the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to Company under applicable state and federal securities laws which laws, rules or regulations prior to or subsequent to the Company undertakes to file Closing, or obtain within any registration provisions provided in the applicable time periods and the filings required to be made pursuant to this Registration Rights Agreement).

Appears in 1 contract

Samples: Securities Purchase Agreement (Halozyme Therapeutics Inc)

No Conflicts; Governmental Approvals. The execution, delivery and performance of the Transaction Documents by the Company Company, the sale and issuance of the Shares and the consummation performance by the Company of the transactions contemplated hereby its obligations thereunder do not and will not (i) violate any provision of the Company’s certificate articles of incorporation or bylaws as currently in effect, (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 any subsidiary is a party or by which the Company’s or any subsidiary’s properties or assets are bound, or (iii) result in a violation of any U.S. federal, state, state or local or foreign statute, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company or any subsidiary is bound or affected. The Company is not required under U.S. federal, state, foreign state 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 and the other Transaction Documents or issue and sell the Securities Shares to be issued by the Company in accordance with the terms hereofhereof and thereof, other than filings that have been made, or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including a the Nasdaq Listing of Additional Shares notification formtrading market, applicable United States state or provincial securities laws and post-sale filings pursuant to applicable United States federal or state and federal securities laws which the Company undertakes to file or obtain within the applicable time periods and the filings required to be made pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Akerna Corp.)

No Conflicts; Governmental Approvals. The execution, delivery and performance of the Transaction Documents 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 certificate or the Licensee’s Articles of incorporation Incorporation or bylaws Bylaws, each as currently in effect, amended to date; (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 the Licensee is a party or by which the Company’s or the Licensee’s 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 the Licensee or by which any property or asset of the Company or 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. The Neither the Company nor the Licensee 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 Securities to be issued by the Company Shares in accordance with the terms hereof, hereof (other than filings that have been madeany filings, consents and approvals required to be made by the Company or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to Licensee under applicable state and federal securities laws laws, securities and exchange commission rules or regulations, rules or regulations of any stock exchange upon which shares of common stock of the Company undertakes may be listed or rules or regulations prior to file or obtain within subsequent to the applicable time periods and the filings required to be made pursuant to this Agreementdate hereof).

Appears in 1 contract

Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.)

AutoNDA by SimpleDocs

No Conflicts; Governmental Approvals. The execution, delivery and performance of the Transaction Documents 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 certificate or Synbiomics’ Articles of incorporation Incorporation or bylaws Bylaws, each as currently in effect, amended to date; (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 Synbiomics is a party or by which the Company’s or 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 Synbiomics or by which any property or asset of the Company or 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. The Neither the Company nor Synbiomics 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 Securities to be issued by SYN Shares or the Company New Shares in accordance with the terms hereof, hereof (other than filings that have been madeany filings, consents and approvals required to be made by the Company or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to Synbiomics under applicable state and federal securities laws laws, securities and exchange commission rules or regulations, rules or regulations of any stock exchange upon which shares of common stock of the Company undertakes may be listed or rules or regulations prior to file or obtain within subsequent to the applicable time periods and the filings required to be made pursuant to this Agreementdate hereof).

Appears in 1 contract

Samples: Stock Purchase Agreement (Synthetic Biologics, Inc.)

No Conflicts; Governmental Approvals. The execution, delivery and performance of the Transaction Documents Agreement and the Termination Agreement by the Company and any other document or instrument contemplated hereby or thereby, and the consummation by the Company of the transactions contemplated hereby hereby, do not and will not (i) violate any provision of the Company’s certificate articles of incorporation or bylaws as currently in effectassociation, (ii) conflict with, or constitute a default (or an event which, that 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 material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which the Company’s properties or assets are bound, or (iii) result in a violation of any material 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 by which any property or asset of the Company is bound or affected, except, in all cases, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is not required under federal, state, local or foreign or local law, rule or regulation or any rule or regulation of any self-regulatory body 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 Securities to be issued by the Company in accordance with the terms hereof, other than filings that have been madea Form D under Regulation D promulgated under the Securities Act of 1933, or will be made, or consents that have been obtained, or will be obtained, pursuant to as amended (the rules and regulations of Nasdaq, including a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file or obtain within the applicable time periods and the filings required to be made pursuant to this Agreement“Securities Act”).

Appears in 1 contract

Samples: Securities Purchase Agreement (RedHill Biopharma Ltd.)

No Conflicts; Governmental Approvals. The execution, delivery and performance of the 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 certificate of incorporation or bylaws as currently in effect, (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 is a party or by which the Company’s 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 by which any property or asset of the Company is bound or affectedaffected (except for Stockholder Approval). The Other than obtaining Stockholder Approval, the Company 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 Securities Shares to be issued by the Company in accordance with the terms hereof, other than filings that have been made, or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including Stockholder Approval, a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file or obtain within the applicable time periods and the filings required to be made pursuant to this Agreement.. 271063633 v6

Appears in 1 contract

Samples: Securities Purchase Agreement (Exicure, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!