No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company or any of its Subsidiaries, the execution, delivery or performance of this Agreement, the Securities, the Registration Rights Agreement, the Warrant Agreement, the Stockholder Agreement or any of the other Documents by the Company, nor the compliance with its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Securities will:
No Violation or Conflict; No Default. Neither the execution or delivery of this Agreement, the Registration Rights Agreement or the Commitment Letter by the Company nor the issuance, sale or delivery of the Notes nor the performance of its respective obligations hereunder or thereunder will:
No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement, the Securities, the Acquisition Agreement, the Share Price Adjustment Agreement, the Stockholders' Agreement, the Registration Rights Agreement or any of the other Documents by any of the Companies, nor the compliance with their respective obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Securities will:
No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement or any of the other Loan Documents by it, nor the compliance with its obligations thereunder, nor the consummation of the transactions contemplated thereby, nor the issuance, sale or delivery of the Promissory Note will:
No Violation or Conflict; No Default. (a) Except as set forth in Schedule 5.6, neither the execution, delivery or performance of this Agreement or any of the Other Agreements by the Company, nor the compliance with its obligations hereunder or thereunder, nor the consummation of the Transactions, nor the issuance, sale or delivery of the Junior Convertible Note will: (i) violate or conflict with any provision of the Articles of Incorporation or Bylaws of the Company; (ii) to the Company’s Knowledge, violate or conflict with any Applicable Laws; or (iii) violate, be in conflict with, or constitute a breach or default under any material mortgage, indenture, note, debenture, agreement, or other similar material instrument (collectively, “Contracts”) to which the Company or any of its Subsidiaries is a party or by which their properties may be bound or affected except for consents which may have been or will be obtained prior to Closing and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement, the Pledge Agreement, the Registration Agreement , the Guaranty Fee Agreement, the Option Agreement, the Warrant Agreement or any of the other Company Guarantee Documents by the Company, as the case may be, nor the compliance with its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Warrants will:
No Violation or Conflict; No Default. (a) Provided that the aggregate number of shares of Common Stock to be issued in connection with the Rights Offering and issued and sold to VEBA pursuant hereto and the Standby Agreement (as defined below) does not exceed 150,000,000 and the aggregate proceeds therefrom does not exceed $200 million, none of the issuance and sale of the Common Shares, the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby nor the compliance with the terms of this Agreement (A) requires any consent, approval, authorization or other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the certificate or articles of incorporation or bylaws, or other organizational documents, of the Company or any of its subsidiaries or (B) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties may be bound, or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of its subsidiaries or any of their respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them may be bound or to which any of the property or assets of any of them is subject except for, in the case of the foregoing clause (B), such violations which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Violation or Conflict; No Default. (a) Neither the nature of the business of any of the Covenantors, the execution, delivery or performance of the Transaction Agreements, nor the compliance with their respective obligations hereunder or thereunder, nor the consummation of the transaction contemplated by the Transaction Agreements, nor the sale, issuance, or delivery of the Series A Shares or Ordinary Shares issued or issuable upon the conversion of Series A Shares will:
No Violation or Conflict; No Default. (a) None of the ------------------------------------ nature of the business of the Company or any of its Subsidiaries, the execution, delivery or performance by the Company of this Agreement or the other Documents, the compliance by the Company with its obligations hereunder or thereunder, the consummation of the Transactions, and the issuance, sale or delivery of the Series B Preferred Stock will:
No Violation or Conflict; No Default. Except as set forth on Schedule 4.9 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement or the other Transaction Documents by the Group Companies, nor the compliance with their respective obligations hereunder or thereunder or under the Restated Articles, nor the consummation of the transaction contemplated by this Agreement, the other Transaction Documents or the Restated Articles, nor the sale, issuance, or delivery of the Purchased Shares or Ordinary Shares issued or issuable upon the conversion of Purchased Shares will (A) violate, be in conflict with, breach, constitute, with or without the passage of time or the giving of notice or both, a default under, or require the consent, approval or authorization of any Person under (i) any Applicable Laws in any material respect, (ii) any Material Contract in any material respect or (iii) the Constitutional Documents of any Group Company, or (B) require the consent, approval or authorization of any Person under (i) any Applicable Law, (ii) any Material Contract or (iii) the Constitutional Documents of any Group Company. It is acknowledged that the materiality qualification in this Section 4.9 shall not affect the representations and warranties in Sections 4.4 and 4.5.
