Common use of No Conflicts; No Violation Clause in Contracts

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, (iii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, or (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except in the case of clauses (i) (ii) and (iv) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate of Incorporation or By-laws and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting its business in violation of any law, statute, ordinance or regulation of any governmental entity, except where the failure to so comply would, individually or in the aggregate, have a Material Adverse Effect, nor is it in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably likely to have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. Except as set forth in Schedule 3.5, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of Nasdaq.

No Conflicts; No Violation. (a) The execution, delivery and performance of each of this Agreement and the Registration Rights Agreement Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance delivery of the Securities) Shares will not (i) conflict with or result in a violation of any provision of the Certificate Articles of Incorporation or By-laws, laws of the Company or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, license or instrument to which the Company or any of its subsidiaries, including the LLC, is a party, or (iii) result in assuming the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any accuracy of the material properties or assets representations of the Company or an acceleration of indebtedness pursuant to any obligationBuyer, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, or (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree (including U.S. United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company Company, any of subsidiaries including the LLC, or its securities are subject), applicable to the Company or by which any property or asset of the Company or any of its subsidiaries, including the LLC, is bound or affected (affected, except in the case of clauses (i) (ii) and (iviii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of each of this Agreement and the Ancillary Agreements by the LLC will not (A) conflict with or result in a violation of any provision of the Articles of Organization or Operating Agreement of the LLC or (B) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the LLC is a party, or (C) assuming the accuracy of the representations of the Buyer, 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 LLC is subject), applicable to the LLC or by which any property or asset of the LLC is bound or affected, except in the case of clauses (B) and (C) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. (b) The Company is not in violation of its Certificate Articles of Incorporation or By-laws and laws. To the knowledge of the Company, the Company is not in violation of any law, ordinance or regulation of any governmental entity. The Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under any agreement, indenture or instrument to which the Company or any of its subsidiaries, including the LLC, is a party or by which any property or assets of the Company or any of its subsidiaries, including the LLC, is bound or affected, except for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The LLC is not in violation of its Articles of Organization or Operating Agreement. To the knowledge of the LLC, the LLC is not in violation of any law, ordinance or regulation of any governmental entity. The LLC is not in default (and no event has occurred which with notice or lapse of time or both could put the LLC in default) under any agreement, indenture or instrument to which the LLC is a party or by which any property or assets of the LLC is bound or affected, except for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting its business in violation of any law, statute, ordinance or regulation of any governmental entity, except where the failure to so comply would, individually or in the aggregate, have a Material Adverse Effect, nor is it in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably likely to have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. Except as set forth in Schedule 3.5, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of Nasdaq.

No Conflicts; No Violation. (a) The executionexecution and delivery of this Agreement, delivery and the performance of this Agreement and the Registration Rights Agreement consummation by the Company and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) Shares), will not (i) conflict with or result in a violation of any provision of the its Certificate of Incorporation Incorporation, as amended, or By-laws, as amended, or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision)amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, or (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except in the case of clauses (i) (ii) and (iv) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect)affected. (b) The Company is not in violation of its Certificate of Incorporation Incorporation, as amended, or By-laws laws, as amended, and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is are bound or affected, except for defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting its business in violation of any law, statute, ordinance or regulation of any governmental entity, except where the failure to so comply would, individually or in the aggregate, have a Material Adverse Effect, nor is it in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably likely to have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereofhereof, or to issue and sell the Securities Shares in accordance with the terms hereof. Except as set forth in Schedule 3.5In the case of the issuance and sale of the Shares, all consents, consents authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of Nasdaq.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement and Agreement, the Registration Rights Agreement and the Warrants by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the SecuritiesCommon Shares, the Warrants and the Warrant Shares issuable upon exercise of the Warrants) will not (i) conflict with or result in a violation of any provision of the its Certificate of Incorporation or By-laws, Bylaws or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision)amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company or any Subsidiary is a party, (iii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, or (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations the rules and regulations of any self-regulatory organizations to which the Company or its any Subsidiary or any of the securities of the Company or any Subsidiary are subject), ) applicable to the Company or any Subsidiary or by which any property or asset of the Company or its subsidiaries is bound or affected affected, or (except iv) result in the case imposition of clauses (i) a Lien on any assets of the Company or any of its Subsidiaries, except with respect to (ii), (iii) and (iv) above, for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations cancellations, violations and violations impositions as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Neither the Company nor any Subsidiary is not in violation of its Certificate of Incorporation Incorporation, Bylaws or By-laws other organizational documents and neither the Company nor any Subsidiary is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under any agreement, indenture or instrument to which the Company or Subsidiary is a party or by which any property or assets of the Company is or its Subsidiaries are bound or affected, except for defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Neither the Company nor any Subsidiary is not conducting its business in violation of any law, statute, ordinance or regulation of any governmental entity, except where the failure to so comply with which would, individually or in the aggregate, have a Material Adverse Effect, nor is it in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably likely to have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, neither the Company nor any Subsidiary is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it the Company to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights Agreement or the Registration Rights AgreementWarrants, in each case in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. Except as set forth in Schedule 3.5, all All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof or are not required to be made or obtained until after the date hereof. The Company is not in violation of the listing requirements of Nasdaq.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement and Agreement, the Registration Rights Agreement and all other agreements, documents and instruments contemplated hereby and thereby by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance delivery of the Securities) Securities will not (i) assuming receipt of Shareholder Approval, conflict with or result in a violation of any provision of the Certificate Organizational Documents (as defined herein) of Incorporation the Company or By-laws, any of its subsidiaries or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in assuming the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any accuracy of the material properties or assets representations of the Company or an acceleration of indebtedness pursuant to any obligationInvestors, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, or (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree (including U.S. 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 their respective securities are subject), applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (affected, except in the case of clauses (i) clause (ii) and (iv) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Neither the Company nor any of its subsidiaries is not in violation of its Certificate Organizational Documents except for any violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither Company nor any of Incorporation its subsidiaries is in violation of any law, rule, ordinance, regulation, order, decree or By-laws and judgment of any court or governmental entity which violation, individually or in the aggregate would result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is not in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its subsidiaries in default) under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting its business in violation of any law, statute, ordinance or regulation of any governmental entity, except where the failure to so comply would, individually or in the aggregate, have a Material Adverse Effect, nor is it in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably likely to have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. Except as set forth in Schedule 3.5, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of Nasdaq.

No Conflicts; No Violation. (a) The executionexecution and delivery of this Agreement, delivery and the performance of this Agreement and the Registration Rights Agreement consummation by the Company and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) ), will not (i) conflict with or result in a violation of any provision of the its Certificate of Incorporation Incorporation, as amended, or By-laws, as amended, or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision)amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, or (iv) result in a violation of any law, statute, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except in the case of clauses (i) (ii) and (iv) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect)affected. (b) The Company is not in violation of its Certificate of Incorporation Incorporation, as amended, or By-laws laws, as amended, and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is are bound or affected, except for defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting its business in violation of any law, statute, ordinance or regulation of any governmental entity, except where the failure to so comply would, individually or in the aggregate, have a Material Adverse Effect, nor is it in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably likely to have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereofhereof, or to issue and sell the Securities in accordance with the terms hereof. Except as set forth in Schedule 3.5In the case of the issuance and sale of the Securities, all consents, consents authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of Nasdaq.