No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of this Agreement and each Transaction Document by the Company and the consummation of the transactions contemplated hereby and thereby will not conflict with, contravene or result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the creation or imposition of any Encumbrance upon any assets or properties of the Company or any of its Subsidiaries or cause the Company or any of its Subsidiaries to be required to redeem, repurchase or offer to repurchase any of their respective indebtedness under (i) the Certificate of Incorporation, the By-Laws, or any other organizational document of the Company or the certificate of incorporation, the by-laws or other organizational document of any of its Subsidiaries, (ii) any material Law of any Governmental Authority having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets, properties or operations or (iii) any indenture, mortgage, loan agreement, note or other material agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any material lease, permit, license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the assets, properties or operations of the Company or any of its Subsidiaries is subject.
No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of each of this Agreement, the Shareholders Agreement and the Registration Rights Agreement by the Purchasers and the consummation of the transactions contemplated hereby will not conflict with, contravene or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) the certificate of incorporation, by-laws, partnership agreement or other organizational documents of the Purchasers, (B) any Law of any Governmental Authority having jurisdiction over any Purchaser or (iii) any agreement to which any Purchasers is a party.
No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of this Agreement by such Purchaser and the consummation of the transactions contemplated hereby will not conflict with, contravene or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) the partnership agreement, limited liability company agreement, or other organizational documents of such Purchaser, (ii) any Law of any Governmental Authority having jurisdiction over such Purchaser, or (iii) any material agreement to which such Purchaser is a party.
No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of each of the Transaction Documents and the consummation of the Transactions will not (i) conflict with, or result in a breach or violation of, any provision of the memorandum of association, bye-laws or other organizational documents of the Company or any of its Subsidiaries, (ii) upon receipt of regulatory approvals from the Insurance Departments, result in risk of loss of, or limitation on, any Insurance License or other Permit held by the Company or any of its Subsidiaries, or the right of the Company or of any of its Subsidiaries to conduct business in any jurisdiction as currently conducted, or (iii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries under, any statute, rule, regulation, order or decree of any Governmental Entity, or any agreement or instrument evidencing Debt or any material lease, Permit or other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective properties, assets or operations are subject.
No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated therein will not (i) conflict with, or result in a breach or violation of, any provision of the charter, memorandum of association, by-laws, articles of association, bye-laws or other organizational documents of the Company or any of its Subsidiaries, (ii) upon receipt of regulatory approval from the Insurance Departments, result in risk of loss of, or limitation on, any Insurance License or other Permits held by the Company or any of its Subsidiaries, or the right of the Company or of any of its Subsidiaries to conduct business in any jurisdiction as currently conducted, or (iii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries under, any statute, rule, regulation, order or decree of any Governmental Entity or any of its properties, assets or operations, or any agreement or instrument evidencing Debt or any lease, Permit or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their respective properties, assets or operations are subject, except such as could not (with respect to clause (ii) or (iii)), singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of each of this Agreement and each of the other Transaction Documents by Seller and the consummation of the transactions herein and therein contemplated will not (a) contravene any provision of the Articles of Organization, by-laws or other organization documents of it or of any of the Subsidiaries, or (b) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets or properties of it or of any of the Subsidiaries under, any statute, rule, regulation, order or decree of any Government Entity having jurisdiction over it or the Subsidiaries or any of its or their respective properties, assets or operations, or any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, permit, license or other agreement or instrument to which it or any of the Subsidiaries is a party or by which it or any such Subsidiary is bound or to which any of the properties, assets or operations of it or any such Subsidiary is subject which conflict, breach, violation, default, creation or imposition has, or will have, individually or in the aggregate, a Material Adverse Effect.
No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of each of this Agreement, the Certificate of Amendment, the Shareholders Agreement, the Rights and the Registration Rights Agreement by the Company and the Existing Shareholders, the issuance of the Rights and the shares of Preferred Stock upon the exercise thereof by the Company and the consummation of
No Contravention, Conflict, Breach, Etc. The execution, ---------------------------------------- delivery and performance of this Agreement and each Transaction Document to which it is a party by the Company and the consummation of the transactions contemplated hereby and thereby will not conflict with, contravene or result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the creation or imposition of any Encumbrance upon any assets or properties of the Company or cause the Company to be required to redeem, repurchase or offer to repurchase any of their respective indebtedness under (i) the Certificate of Incorporation, the By-laws or other organizational document of the Company, (ii) any material Law of any Governmental Authority having jurisdiction over the Company or any of its assets, properties or operations or (iii) any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any material lease, permit, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the assets, properties or operations of the Company is subject. The consummation of the transactions contemplated by the Transaction Documents including, without limitation, the (i) acquisition by the Purchaser of the Securities pursuant hereto, (ii) conversion of the Preferred Stock into Common Stock as provided for in the Certificate of Designation and/or (iii) exercise of the Warrants, will not:
(a) result in any anti-dilution adjustment or change in conversion or exercise ratio or conversion or exercise price or similar adjustment with respect to any outstanding equity or debt securities of the Company; or
(b) in the Company's belief, result in a change in control of the Company under the License Agreement or otherwise give Sanofi the right to discontinue or terminate the License Agreement.
No Contravention, Conflict, Breach, Etc. The execution and delivery --------------------------------------- of this Agreement and the Merger Agreement do not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or give rise to a right of termination, cancellation or acceleration of any obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien on the properties or assets of Seller or any of the Subsidiaries pursuant to, (a) any provision of the Certificate of Incorporation or the Seller's By-laws or the comparable charter or organizational documents of any Subsidiary, or (b) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or any Subsidiary or their respective properties or assets.
No Contravention, Conflict, Breach, Etc. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or give rise to a right of termination, cancellation or acceleration of any obligation under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien on the properties or assets of Purchaser or any of its subsidiaries pursuant to, (a) any provision of the Purchaser's organizational documents, or (b) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or any subsidiary of Purchaser or their respective properties or assets.
