Common use of No Defaults or Consents Clause in Contracts

No Defaults or Consents. (a) Neither the Company nor any of its Subsidiaries is in violation of its charter (“escritura deconstitucion”) or by-laws (“estatutos sociales” or “estatutos”) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other written agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except in each case for such defaults or violations that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Company with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (assuming compliance with all applicable state securities blue sky laws and regulations and other similar laws of foreign jurisdictions). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

No Defaults or Consents. (ai) Neither Subject to receipt of the Stockholder Approval (prior to the issuance of the Preferred Shares) and any required Bank Regulatory Approvals, and the filing with the Secretary of State of the State of Delaware of the Restated Charter (prior to the issuance of the Preferred Shares), neither the execution, delivery or performance of this Agreement or any of the other Transaction Documents by the Company nor the consummation of any of its Subsidiaries is in violation the Transactions will (A) conflict with or violate any provision of its charter the Second Amended and Restated Certificate of Incorporation of the Company or the Second Amended and Restated Bylaws of the Company (the “escritura deconstitucionBylaws”) or by-laws any Organizational Document of any of the Subsidiaries, (“estatutos sociales” B) except as set forth on Schedule 3(f)(i)(B), result in a breach of, constitute (with or “estatutos”without due notice or lapse of time or both) or in a default under, violate, result in the performance or observance of any obligationacceleration of, agreement, covenant or condition contained create in any contractparty any right to accelerate, indentureterminate, mortgagemodify or cancel, deed or require any notice, consent, approval or waiver under, any material Contractual Obligation or any Requirement of trust, loan or credit agreement, note, lease or other written agreement or instrument Law material to which the operation of the Company or any of its the Subsidiaries is a party or by which it or any of them may be bound, or to which their respective properties and assets; (C) result in the imposition of any of the property Lien upon any material properties or assets of the Company or any Subsidiary is subject of the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (collectively, “Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except in each case for such defaults or violations that would not D) result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Company with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant tobeing required to redeem, the Agreements and Instruments (except for such conflictsrepurchase or otherwise acquire any outstanding equity or debt interests, breaches, defaults securities or Repayment Events or liens, charges or encumbrances that would not result obligations in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary of the Subsidiaries or any applicable lawoptions or other rights exercisable for any of same, statuteor (E) except as set forth on Schedule 3(f)(i)(E), rule, regulation, judgment, order, writ or decree cause the accelerated vesting of any government, government instrumentality employee stock options or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (assuming compliance with all applicable state securities blue sky laws and regulations and other similar laws of foreign jurisdictions). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryrestricted stock awards.

No Defaults or Consents. (ai) Neither Subject to receipt of any required Bank Regulatory Approvals, and the filing with the Secretary of State of the State of Delaware of the Series C Certificate of Designations prior to the issuance of the Preferred Shares, neither the execution, delivery or performance of this Agreement or any of the other Transaction Documents by the Company nor the consummation of any of its Subsidiaries is in violation the Transactions will (A) conflict with or violate any provision of its charter the Charter or the Third Amended and Restated Bylaws of the Company (the “escritura deconstitucionBylaws”) or by-laws any Organizational Document of any of the Subsidiaries, (“estatutos sociales” B) result in a breach of, constitute (with or “estatutos”without due notice or lapse of time or both) or in a default under, violate, result in the performance or observance of any obligationacceleration of, agreement, covenant or condition contained create in any contractparty any right to accelerate, indentureterminate, mortgagemodify or cancel, deed or require any notice, consent, approval or waiver under, any material Contractual Obligation or any Requirement of trust, loan or credit agreement, note, lease or other written agreement or instrument Law material to which the operation of the Company or any of its the Subsidiaries is a party or by which it or any of them may be bound, or to which their respective properties and assets; (C) result in the imposition of any of the property Lien upon any material properties or assets of the Company or any Subsidiary is subject of the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (collectively, “Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except in each case for such defaults or violations that would not D) result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Company with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant tobeing required to redeem, the Agreements and Instruments (except for such conflictsrepurchase or otherwise acquire any outstanding equity or debt interests, breaches, defaults securities or Repayment Events or liens, charges or encumbrances that would not result obligations in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any Subsidiary of the Subsidiaries or any applicable lawoptions or other rights exercisable for any of same, statute, rule, regulation, judgment, order, writ or decree (E) cause the accelerated vesting of any government, government instrumentality employee stock options or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (assuming compliance with all applicable state securities blue sky laws and regulations and other similar laws of foreign jurisdictions). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryrestricted stock awards.