Common use of No Default or Violation Clause in Contracts

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other Transaction Documents to which such Investor is a party, and the issuance and sale of the Purchased Shares and will not (i) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien upon any of the properties or assets of such Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such Investor to consummate the Transactions.

Appears in 5 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Rimini Street, Inc.), Securities Purchase Agreement (Rimini Street, Inc.)

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No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other each of the Transaction Documents to which such Investor is a partyDocuments, and the issuance and sale of the Purchased Shares Notes hereunder, and the conversion of the Notes will not (i) result in any default or violation of the certificate Organizational Documents of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such the Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such the Investor to consummate the Transactionstransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (TH International LTD), Convertible Note Purchase Agreement (TH International LTD), Convertible Note Purchase Agreement (TH International LTD)

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other each of the Transaction Documents to which such Investor is a partyDocuments, and the issuance and sale of the Purchased Shares Note hereunder, and the conversion of the Note will not (i) result in any default or violation of the certificate Organizational Documents of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such the Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such the Investor to consummate the Transactionstransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (TNL Mediagene), Convertible Note Purchase Agreement (Blue Ocean Acquisition Corp)

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any the other Transaction Documents to which such the Investor is a party, and the issuance issuance, sale and sale delivery of the Purchased Shares and Securities will not (i) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such the Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such an Investor to consummate the TransactionsMaterial Adverse Effect.

Appears in 2 contracts

Samples: Investment Agreement (Consolidated Communications Holdings, Inc.), Investment Agreement

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other Transaction Documents to which such Investor is a party, the Ancillary Agreements and the issuance purchase and sale of the Purchased Preferred Shares and will not (i) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such the Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such Investor to consummate the Transactions.

Appears in 2 contracts

Samples: Loan and Security Agreement (Image Entertainment Inc), Securities Purchase Agreement (Image Entertainment Inc)

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other Transaction Documents to which such Investor is a party, and the issuance and sale each of the Purchased Shares and applicable Ancillary Agreements will not (ia) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or any other applicable organizational governance documents of such or applicable to Investor, (iib) result in any default or violation of any agreement relating to its any material Indebtedness of Investor or any of its Affiliates or under any mortgage, deed of trust, security agreement or lease to which it or he is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority Authority, or (iiic) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien mortgage, pledge, Lien, encumbrance, or charge upon any of the properties or assets of such Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such Investor, Investor or any of its business or operationsAffiliates, or any of its their respective businesses or operations, assets or properties pursuant to any such provision; except, except in the case of clauses (iib) and (iii) as c), for such defaults, violations or conflicts that would not, individually or in the aggregate, not reasonably be expected to prevent or materially delay or materially impair have a material adverse effect on the ability of such Investor to consummate the Transactionstransactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tribune Publishing Co)

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other Transaction Documents to which such Investor is a party, and the issuance and sale each of the Purchased Shares and applicable Ancillary Agreements will not (ia) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or any other applicable organizational governance documents of such or applicable to the Investor, (iib) result in any default or violation of any agreement relating to its any material Indebtedness of the Investor or any of its Affiliates or under any mortgage, deed of trust, security agreement or lease to which it or he is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority Authority, or (iiic) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien mortgage, pledge, Lien, encumbrance, or charge upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such Investor, the Investor or any of its business or operationsAffiliates, or any of its their respective businesses or operations, assets or properties pursuant to any such provision; except, except in the case of clauses (iib) and (iii) as c), for such defaults, violations or conflicts that would not, individually or in the aggregate, not reasonably be expected to prevent or materially delay or materially impair have a material adverse effect on the ability of such the Investor to consummate the Transactionstransactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tribune Publishing Co)

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No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement, the Registration Rights Agreement and any other Transaction Documents to which such the Investor is a party, Rights Agreement and the issuance and sale of the Purchased Preferred Shares and will not (i) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such the Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such the Investor to consummate the Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Office Depot Inc)

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other each of the Transaction Documents to which such Investor is a partyDocuments, and the issuance and sale of the Purchased Notes and the Common Shares hereunder, and the conversion of the Notes will not (i) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such the Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such the Investor to consummate the Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xinyuan Real Estate Co., Ltd.)

No Default or Violation. The execution, delivery, and performance of and compliance with this Agreement and any other Transaction Documents to which such the Investor is a partyRights Agreement, and the issuance and sale of the Purchased Preferred Shares and will not (i) result in any default or violation of the certificate of incorporation, bylaws, limited partnership agreement, limited liability company operating agreement or other applicable organizational documents of such the Investor, (ii) result in any default or violation of any agreement relating to its material Indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority or (iii) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any Lien upon any of the properties or assets of such the Investor pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to such the Investor, its business or operations, or any of its assets or properties pursuant to any such provision, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of such the Investor to consummate the Transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Synchronoss Technologies Inc)

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