No Violation; No Legal Constraints Sample Clauses

No Violation; No Legal Constraints. (a) The consummation by the Company and the Guarantors of the issuance of the Notes on the Issue Date shall not violate any applicable law. (b) All governmental and third party approvals necessary in connection with the issuance of the Notes on the Issue Date and the continuing operations of the Company and the Guarantors shall have been obtained and be in full force and effect. (c) On the Issue Date, the Company shall not be in violation of any provision set forth in the certificate of designation of the Convertible Preferred Stock. (d) On the Issue Date, the Company shall (i) not be in breach of Sections 5.1, (taking into account the limitations set forth in Section 5.2), 6.3(a), (b) or (c) or Section 7.1 of the Investor Rights Agreement and (ii) shall be in compliance in all material respects with Article III and Article IV of the Investor Rights Agreement. (e) On the Issue Date, the issuance of the Notes by the Company shall (a) be in compliance with all applicable securities laws and regulations of each jurisdiction to which it is subject, and (b) not violate Regulation T, Regulation U or Regulation X.
Sample 1
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No Violation; No Legal Constraints. On the Closing Date, there shall be no injunction, restraining order, action, suit or proceeding instituted or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person that would bar the issuance of the Warrants which, in the reasonable opinion of IBG, alleges liability on the part of IBG in connection with this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby.
Sample 1
No Violation; No Legal Constraints. On the Closing Date, there shall be no injunction, restraining order, action, suit or proceeding instituted or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person that would bar the issuance of the Notes or the use of the proceeds thereof in accordance with the terms of this Agreement which, in the reasonable opinion of the Purchasers, (i) alleges liability on the part of any Purchaser in connection with this Agreement, any other Financing Documents or the transactions contemplated hereby or thereby, or (ii) would bar the issuance of the Notes or the use of the proceeds thereof in accordance with the terms of this Agreement and any other Financing Document.
Sample 1
No Violation; No Legal Constraints. Consents, Authorizations --------------------------------------------------------------- and Filings, etc. ---------------- (a) The consummation by the Company and its Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, and could not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company and its Subsidiaries of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company or its Subsidiaries or any of the Purchasers as a result of the Transactions, including the Merger or the issuance of the Notes, Senior Discount Notes, Senior Discount Note Shares or Shares or (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser or (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes, Senior Discount Notes, Senior Discount Note Shares or Shares or the use of the proceeds thereof in accordance with the terms of this Agreement and the other Transaction Documents.
Sample 1

Related to No Violation; No Legal Constraints

  • Legal Construction If one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions and this Agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision.

  • Governing Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • Waiver of Rule of Construction Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.

  • ADDITIONAL CONSTRUCTIONS The Promoter undertakes that it has no right to make additions or to put up additional structure(s) anywhere in the Project after the building plan has been approved by the competent authority(ies) except for as provided in the Act.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

  • No Construction Against Drafting Party The parties and their respective counsel have had the opportunity to review the Agreement, and the Agreement will not be construed against any party merely because any provisions of the Agreement were prepared by a particular party.

  • Covenants and Conditions; Construction of Agreement All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

  • Construction of Provisions Although certain provisions of this Agreement contain express language which precludes the Servicer's recovery of, or reimbursement for, expenses incurred hereunder, no inference to the contrary shall be drawn from absence of such, or similar, language in any other provision hereof regarding expenses.

  • Interpretation and Rules of Construction In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (g) references to a Person are also to its successors and permitted assigns; and (h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

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