Common use of No Consent, Violation or Conflict Clause in Contracts

No Consent, Violation or Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement by Buyer, the consummation by Buyer of the Transactions, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s certificate of incorporation or bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions contemplated thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Adial Pharmaceuticals, Inc.), Stock Purchase Agreement (Adial Pharmaceuticals, Inc.)

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No Consent, Violation or Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement Transaction Documents by Buyer, the consummation by Buyer of the Transactionstransactions contemplated thereby, and compliance by the Buyer with the provisions hereof: hereof (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s certificate amended and restated articles of incorporation or bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions contemplated thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Life Clips, Inc.), Stock Purchase Agreement (Life Clips, Inc.)

No Consent, Violation or Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement by the Buyer, the consummation by the Buyer of the Transactions, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of the Buyer’s certificate of incorporation or bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which the Buyer is a party or by which the Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Foxo Technologies Inc.)

No Consent, Violation or Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement Transaction Documents by Buyer, the consummation by Buyer of the TransactionsTransaction contemplated thereby, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s certificate of incorporation documents or bylaws, as amended from time-to-time; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions Transaction contemplated thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sysorex, Inc.)

No Consent, Violation or Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement Transaction Documents by Buyer, the consummation by each of Buyer and Parent of the Transactionstransactions contemplated thereby, and compliance by the Buyer each with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer‘such party’s certificate of incorporation or bylawsOrganizational Documents; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer or Parent is a party or by which Buyer Buyer, Parent or its their respective properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s and Parent’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Red Cat Holdings, Inc.)

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No Consent, Violation or Conflict. The execution and delivery of this Agreement the Transaction Documents by Parent and the Registration Rights Agreement by Buyer, the consummation by Parent and Buyer of the Transactionstransactions contemplated thereby, and compliance by the Buyer each with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of the Organizational Documents of Parent or Buyer’s certificate of incorporation or bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Parent or Buyer is a party or by which Parent or Buyer or its any of their respective properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the BuyerParent’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Red Cat Holdings, Inc.)

No Consent, Violation or Conflict. The execution and delivery of this Agreement and the Registration Rights Agreement Transaction Documents by Buyer, the consummation by Buyer of the Transactionstransactions contemplated thereby, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s certificate of incorporation or bylawsOrganizational Documents; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the transactions contemplated thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Opko Health, Inc.)

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