No Violation or Conflict. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (A) violate, conflict with or result in the breach of any provision of the Organizational Documents of Holdings, (B) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings or any of its assets, properties or businesses, or (C) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of Holdings, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings is a party except, in the case of clauses (B) and (C), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Holdings.
Appears in 7 contracts
Samples: Purchase Option Agreement (Alexza Pharmaceuticals Inc.), Purchase Option Agreement (Lexicon Pharmaceuticals, Inc./De), Purchase Option Agreement (Alexza Pharmaceuticals Inc.)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (Ai) violate, conflict with or result in the breach of any provision of the Organizational Documents Company’s Certificate of HoldingsIncorporation or Bylaws, (Bii) as of the date of this Agreement, conflict with or violate any law law, rule, regulation, order, judgment or Governmental Order decree applicable to Holdings the Company or any of its assets, properties or businesses, or (Ciii) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance encumbrance on any of the assets or properties of Holdingsthe Company, pursuant to, to any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings the Company is a party except, in the case of clauses (Bii) and (Ciii), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Holdingsthe Company.
Appears in 4 contracts
Samples: Subscription Agreement (Genius Brands International, Inc.), Subscription Agreement (FORM Holdings Corp.), Subscription Agreement (Vringo Inc)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (Ai) violate, conflict with or result in the breach of any provision of the Organizational Documents Company’s Restated Certificate of HoldingsIncorporation or Restated Bylaws, (Bii) as of the date of this Agreement, conflict with or violate any law law, rule, regulation, order, judgment or Governmental Order decree applicable to Holdings the Company or any of its assets, properties or businesses, or (Ciii) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance encumbrance on any of the assets or properties of Holdingsthe Company, pursuant to, to any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings the Company is a party except, in the case of clauses (Bii) and (Ciii), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Holdingsthe Company.
Appears in 3 contracts
Samples: Subscription Agreement (Synta Pharmaceuticals Corp), Subscription Agreement (Synta Pharmaceuticals Corp), Subscription Agreement (Synta Pharmaceuticals Corp)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (A) violate, conflict with or result in the breach of any provision of the Organizational Documents of Holdingsthe Symphony Collaboration, (B) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings the Symphony Collaboration or any of its assets, properties or businesses, or (C) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of Holdingsthe Symphony Collaboration, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings the Symphony Collaboration is a party except, in the case of clauses (B) and (C), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Holdingsthe Symphony Collaboration.
Appears in 2 contracts
Samples: Purchase Option Agreement (Oxigene Inc), Purchase Option Agreement (Oxigene Inc)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby do not (A) violate, conflict with or result in the breach of any provision of the Organizational Documents of HoldingsDynavax, (B) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings Dynavax or any of its assets, properties or businesses, or (C) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of HoldingsDynavax, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings Dynavax is a party except, in the case of clauses (B) and (C), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HoldingsDynavax.
Appears in 2 contracts
Samples: Purchase Option Agreement (Dynavax Technologies Corp), Purchase Option Agreement (Symphony Capital Partners LP)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the Novated and Restated Technology License Agreement and the transactions contemplated hereby thereby do not and will not (Ai) violate, conflict with or result in the breach of any provision of the Organizational Documents of HoldingsIsis, (Bii) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings Isis or any of its assets, properties or businesses, or (Ciii) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of HoldingsIsis, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings Isis is a party except, in the case of clauses (Bii) and (Ciii), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HoldingsIsis or a material adverse effect on the Programs.
Appears in 1 contract
Samples: Research and Development Agreement (Isis Pharmaceuticals Inc)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the Novated and Restated Technology License Agreement and the transactions contemplated hereby thereby do not and will not (Ai) violate, conflict with or result in the breach of any provision of the Organizational Documents of HoldingsExelixis, (Bii) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings Exelixis or any of its assets, properties or businesses, or (Ciii) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of HoldingsExelixis, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings Exelixis is a party except, in the case of clauses (Bii) and (Ciii), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HoldingsExelixis.
Appears in 1 contract
No Violation or Conflict. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (A) violate, conflict with or result in the breach of any provision of the Organizational Documents of Holdings, (B) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings or any of its assets, properties or businesses, or (C) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of Holdings, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings is a party except, in the case of clauses (B) and (C), to the extent that such conflicts, breaches, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Holdings.
Appears in 1 contract
Samples: Purchase Option Agreement (Alexza Pharmaceuticals Inc.)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the Novated and Restated Technology License Agreement and the transactions contemplated hereby thereby do not and will not (Ai) violate, conflict with or result in the breach of any provision of the Organizational Documents of HoldingsLexicon, (Bii) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings Lexicon or any of its assets, properties or businesses, or (Ciii) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of HoldingsLexicon, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings Lexicon is a party except, in the case of clauses (Bii) and (Ciii), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HoldingsLexicon or a material adverse effect on the Programs.
Appears in 1 contract
Samples: Research and Development Agreement (Lexicon Pharmaceuticals, Inc./De)
No Violation or Conflict. The execution, delivery and performance of this Agreement and the Novated and Restated Technology License Agreement and the transactions contemplated hereby thereby do not and will not (Ai) violate, conflict with or result in the breach of any provision of the Organizational Documents of Holdingsthe Company, (Bii) as of the date of this Agreement, conflict with or violate any law or Governmental Order applicable to Holdings the Company or any of its assets, properties or businesses, or (Ciii) as of the date of this Agreement, conflict with, result in any breach of, constitute a default (or event that with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of Holdingsthe Company, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Holdings the Company is a party except, in the case of clauses (Bii) and (Ciii), to the extent that such conflicts, breaches, defaults or other matters would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Holdingsthe Company or a material adverse effect on the Programs.
Appears in 1 contract