No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Cambium Networks Corp), Underwriting Agreement (Cambium Networks Corp), Underwriting Agreement (Cambium Networks Corp)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association, charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, authority having jurisdiction over the Company or any of its subsidiaries except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Sales Agreement (Nano-X Imaging Ltd.), Underwriting Agreement (Nano-X Imaging Ltd.), Underwriting Agreement (Nano-X Imaging Ltd.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Nurix Therapeutics, Inc.), Underwriting Agreement (Day One Biopharmaceuticals, Inc.), Equity Distribution Agreement (Day One Biopharmaceuticals, Inc.)
No Violation or Default. Neither None of the Company Parties nor any of its their subsidiaries is (i) in violation of its respective charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the a Company Party or any of its subsidiaries is a party or by which the a Company Party or any of its subsidiaries is bound or to which any property or asset of the a Company Party or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company Parties or any of their subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (TPG Inc.), Underwriting Agreement (TPG Gp A, LLC), Underwriting Agreement (TPG Partners, LLC)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or of any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Placement Agency Agreement (Apex Silver Mines LTD), Placement Agency Agreement (Apex Silver Mines LTD), Placement Agency Agreement (Kadant Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or bymemorandum of association, bye-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Urovant Sciences Ltd.), Open Market Sale Agreement (Urovant Sciences Ltd.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Royalty Pharma PLC), Underwriting Agreement (Freeline Therapeutics Holdings PLC), Open Market Sale Agreement (Freeline Therapeutics Holdings PLC)
No Violation or Default. Neither the Company Purchaser nor any of its subsidiaries Subsidiaries is (ia) in violation of its charter or by-laws or memorandum and articles of association bylaws or similar organizational documents; (iib) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Purchaser or any of its subsidiaries Subsidiaries is a party or by which the Company Purchaser or any of its subsidiaries Subsidiaries is bound or to which any property property, right or asset of the Company Purchaser or any of its subsidiaries Subsidiaries is subject; or (iiic) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of clauses (iib) and (iiic) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.
Appears in 3 contracts
Samples: Investment Agreement (Root, Inc.), Investment Agreement (Brookfield Asset Management Inc.), Investment Agreement (American Equity Investment Life Holding Co)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any applicable judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Newpark Resources Inc), Underwriting Agreement (Newpark Resources Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (iTeos Therapeutics, Inc.), Underwriting Agreement (iTeos Therapeutics, Inc.)
No Violation or Default. Neither To the Company’s knowledge, neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute applicable to the Company or any subsidiary or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Ship Lease, Inc.), Underwriting Agreement (Global Ship Lease, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or charter, by-laws or memorandum and articles of association or similar organizational documents; document, (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any termobligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries is them may be bound or to which any property of the properties or asset assets of the Company or any of its subsidiaries subsidiary is subject; subject (collectively, “Agreements and Instruments”), or (iii) in violation of any applicable law or statute or any law, statute, rule, regulation, judgment, order, rule writ or regulation decree of any court arbitrator, court, governmental body, regulatory body, administrative agency or arbitrator other authority, body or governmental agency having jurisdiction over the Company or regulatory authorityany of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except, in the case of clauses (ii) and (iii) above), for any such default defaults or violation violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Eagle Materials Inc), Underwriting Agreement (Eagle Materials Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Green Dot Corp), Underwriting Agreement (Green Dot Corp)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, default and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (SPX Corp), Underwriting Agreement (SPX Corp)
No Violation or Default. Neither the Company Issuer nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Issuer or any of its subsidiaries is a party or by which the Company Issuer or any of its subsidiaries is bound or to which any property or asset of the Company Issuer or any of its subsidiaries is subjectsubject (including, without limitation, the Base Indenture and the Existing Securities); or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Builders FirstSource, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries subsidiaries, is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Spark Therapeutics, Inc.), Underwriting Agreement (Spark Therapeutics, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Absci Corp), Underwriting Agreement (Absci Corp)
No Violation or Default. Neither the Company nor any of its subsidiaries is is: (i) in violation of its charter or articles of association, by-laws or memorandum and articles of association or similar organizational documents; (ii) except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant covenant, condition or condition other obligation contained in any indenture, mortgage, deed of trust, loan agreement agreement, contract, undertaking or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property property, right or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (JP Outfitters, Inc.), Underwriting Agreement (JP Outfitters, Inc.)
No Violation or Default. Neither None of the Company Company, the Issuers, the Guarantors nor any of its their respective subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Company, the Issuers, the Guarantors or any of its their respective subsidiaries is a party or by which the Company Company, the Issuers, the Guarantors or any of its their respective subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries them is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Kodiak Sciences Inc.), Underwriting Agreement (Kodiak Sciences Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Allete Inc), Underwriting Agreement (Allete Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documentsdocuments in any material respect; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Catapult Communications Corp), Underwriting Agreement (Catapult Communications Corp)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws (or memorandum and articles of association or similar other comparable organizational documents); (ii) in defaultdefault in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation in any material respect of any applicable law or statute or any judgment, order, rule order or regulation of any court or arbitrator or governmental or regulatory authorityauthority to which it or its property or assets may be subject, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Land O Lakes Inc), Purchase Agreement (Land O Lakes Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries Controlled Entities is (i) in violation of its respective memorandum and articles of association, charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Controlled Entities is a party or by which the Company or any of its subsidiaries Controlled Entities is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Controlled Entities is subject; or (iii) except as disclosed in the Offering Memorandum, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Purchase Agreement (eHi Car Services LTD), Purchase Agreement (eHi Car Services LTD)
No Violation or Default. Neither the Company nor any of its subsidiaries the Controlled Entities is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries the Controlled Entities is a party or by which the Company or any of its subsidiaries the Controlled Entities is bound or to which any property or asset of the Company or any of its subsidiaries the Controlled Entities is subject; or (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Kingsoft Cloud Holdings LTD), Underwriting Agreement (Kingsoft Cloud Holdings LTD)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, lease, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator arbitrator, administrative agency or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Clearwire Corp /DE), Sales Agreement (Clearwire Corp /DE)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Company Stock Purchase Agreement (Delta Petroleum Corp/Co), Company Stock Purchase Agreement (Tracinda Corp)
No Violation or Default. Neither the Company nor any of its subsidiaries the Group Entities is (i) in violation of its charter or by-laws or memorandum and articles of association association, charter, by-laws, business license or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries the Group Entities is a party or by which the Company or any of its subsidiaries the Group Entities is bound or to which any of the property or asset assets of the Company or any of its subsidiaries the Group Entities is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (NetQin Mobile Inc.), Underwriting Agreement (Ambow Education Holding Ltd.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-by laws or memorandum and articles of association or similar organizational documents; (ii) in default, and to the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or of governmental or regulatory authorityauthority having jurisdiction over the Company or any of its assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation violation, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Acushnet Holdings Corp.), Underwriting Agreement (Acushnet Holdings Corp.)
No Violation or Default. Neither the Company Issuer nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Issuer or any of its subsidiaries is a party or by which the Company Issuer or any of its subsidiaries is bound or to which any property or asset of the Company Issuer or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Builders FirstSource, Inc.), Purchase Agreement (Builders FirstSource, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation or default of its charter or respective articles of association, charter, by-laws or memorandum and articles of association or similar organizational documents; (ii) in breach of or otherwise in default, and no event has occurred thatwhich, with notice or lapse of time or both, would constitute such a default, in the due performance default or observance breach of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation breach of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default or breach of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Innocoll AG), Underwriting Agreement (Innocoll Holdings PLC)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter Certificate of Incorporation or byBy-laws or memorandum and articles of association Laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Series C 1 Preferred Stock Purchase Agreement (Omneon Video Networks, Inc.), Common Stock Purchase Agreement (Omneon Video Networks, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant covenant, or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule rule, or regulation of any court or arbitrator court, arbitrator, or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Lone Pine Resources Inc.), Underwriting Agreement (Lone Pine Resources Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its articles or memorandum of association, charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Stratasys Ltd.), Underwriting Agreement (Objet LTD)
No Violation or Default. Neither the Company nor any of its subsidiaries Material Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Material Subsidiaries is a party or by which the Company or any of its subsidiaries Material Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Material Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default, prospective default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Take Two Interactive Software Inc), Underwriting Agreement (Take Two Interactive Software Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Company, or any of its subsidiaries is a party or by which the Company Company, or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) except with respect to matters pertaining to the Xxxxxxxx-Xxxxx Act of 2002 which is expressly covered in clause (oo) below, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither Except as set forth in the Registration Statement or Prospectus, neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any material term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is Subsidiaries are subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries subsidiary is (i) in violation of its charter articles of association, certificate of incorporation or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries subsidiary is a party or by which the Company or any of its subsidiaries subsidiary is bound or to which any property or asset of the Company or any of its subsidiaries subsidiary is subject; or (iii) in violation of any applicable law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or its subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (ii(ii) and (iii(iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or declaration of trust, certificate of formation, charter, by-laws laws, partnership agreement, limited liability company agreement or memorandum and articles of association or other similar organizational documentsdocument, as the case may be; (ii) except as described in the Registration Statement, in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or of any of its subsidiaries Subsidiaries is subject; or (iii) to the Company's knowledge, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Placement Agency Agreement (Ariad Pharmaceuticals Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or law, statute administrative regulation, ordinance or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (HeartWare International, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property property, right or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default conflict, breach, violation, default, lien, charge or violation encumbrance that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Irsa Propiedades Comerciales S.A.)
No Violation or Default. (i) Neither the Company Issuer nor any of its significant subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) neither the Issuer nor any of its subsidiaries is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries such person is a party or by which the Company or any of its subsidiaries such person is bound or to which any property or asset of the Company property, rights or assets of such person is subject; and (iii) neither the Issuer nor any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither None of the Company nor or any of its subsidiaries is are (i) in violation of its charter their respective charters or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is are a party or by which the Company or any of its subsidiaries is are bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation applicable to the Company or any of its subsidiaries of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, in each case applicable to the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Frequency Therapeutics, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable material law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Subsidiaries, except, in as the case of clauses (ii) and (iii) abovemay be, except for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries the Guarantors is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association laws, in each case as currently in effect, or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is Subsidiaries are subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither None of the Company nor or any of its subsidiaries Significant Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association incorporation or bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; , (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; , or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii(ii) and (iii(iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries the Significant Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association estatutos sociales or similar organizational constitutive documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries the Significant Subsidiaries is a party or by which the Company or any of its subsidiaries the Significant Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries the Significant Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or arbitrator, governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Grupo Aval Acciones Y Valores S.A.)
No Violation or Default. Neither None of the Company nor or any of its subsidiaries Subsidiaries is (i) in violation of its charter or certificate of incorporation, by-laws or memorandum and articles of association or similar organizational documents; (ii) in defaultbreach or violation of any of the terms or provisions of, and no event has occurred that, or with the giving of notice or lapse of time time, or both, would constitute such a defaultbe in default under, in the due performance or observance of any termcontract, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries is them may be bound or to which any property of their properties or asset of the Company or any of its subsidiaries is assets may be subject; or (iii) in violation of any applicable law or statute statute, rule or regulation or any judgment, order, rule order or regulation decree of any court government, governmental instrumentality, agency, body or arbitrator court, domestic or governmental foreign, having jurisdiction over the Company or regulatory authorityany such Subsidiary or any of their respective properties or assets, except, in the case of clauses (ii) and (iii) above, for any such breach, violation or default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association, charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, authority having jurisdiction over the Company or any of its subsidiaries except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiary is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) to the knowledge of the Company, in default, and and, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiary is a party or by which the Company or any of its subsidiaries Subsidiary is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Subsidiary is subject; or (iii) to the knowledge of the Company, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company Omneon nor any of its subsidiaries Subsidiaries is (i) in violation of its charter Certificate of Incorporation or byBy-laws or memorandum and articles of association Laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Omneon or any of its subsidiaries Subsidiaries is a party or by which the Company Omneon or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company Omneon or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is Subsidiaries are (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (Bionano Genomics, Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is Subsidiaries are subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority applicable to the Company or any of its Subsidiaries, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (Aastrom Biosciences Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries is is: (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, orderOrder, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or was caused by the commencement of the Chapter 11 Cases.
Appears in 1 contract
Samples: Plan Support Agreement (Diamond Offshore Drilling, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries Affiliated Entities is (i) in violation of its charter or charter, by-laws or memorandum and laws, articles of association association, business license (as one of the basic organization documents in the case of an entity incorporated in the PRC) or other similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any obligation, agreement, term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries Affiliated Entities is a party or by which the Company or any of its subsidiaries Affiliated Entities is bound or to which any property or asset of the Company or any of its subsidiaries Affiliated Entities is subject; or (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority or body, foreign or domestic, having jurisdiction over the Company or any of its Affiliated Entities, except, in the each case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, including the Mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Portland General Electric Co /Or/)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation or default of its charter or respective articles of association, charter, by-laws or memorandum and articles of association or similar organizational documents; (ii) in breach of or otherwise in default, and no event has occurred thatwhich, with notice or lapse of time or both, would constitute such a default, in the due performance default or observance breach of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) breach of or otherwise in violation default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default or breach of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company Parent nor any of its subsidiaries subsidiaries, or to the knowledge of the Company, Complete or any of its subsidiaries, is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Parent or any of its subsidiaries subsidiaries, or to the knowledge of the Company, Complete or any of its subsidiaries, is a party or by which the Company Parent or any of its subsidiaries subsidiaries, or, to the knowledge of the Company, Complete or any of its subsidiaries, is bound or to which any property or asset of the Company properties, rights or assets of the Parent or any of its subsidiaries subsidiaries, or the knowledge of the Company, Complete or any of its subsidiaries, is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association, charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company Parent nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association similar constitutional or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Parent or any of its subsidiaries is a party or by which the Company Parent or any of its subsidiaries is bound or to which any of the property or asset assets of the Company Parent or any of its subsidiaries is subject; or (iii) to the Company’s and each Guarantor’s knowledge, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, except in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Significant Subsidiaries is (i) in violation of its the Restated Articles of Incorporation, as amended, the Restated Bylaws of the Company, the charter or by-laws or memorandum and articles bylaws of association or similar organizational documents; any of the Significant Subsidiaries, as applicable, (ii) in default, and no event has occurred thatdefault (or, with the giving of notice or lapse of time or both, would constitute such a be in default, ) in the due performance or observance of any termobligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, deed of trust, loan agreement trust or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which the Company it or any of its subsidiaries is properties may be bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law statute, law, rule, regulation, judgment, order or statute decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any judgmentof the Significant Subsidiaries, orderexcept where, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case for purposes of clauses (ii) and (iii) above), for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in defaultdefault or non-compliance in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association similar constitutional or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) to the Company’s and each Guarantor’s knowledge, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is is: (i) in violation of its charter or articles of incorporation, by-laws or memorandum and articles of association or similar organizational documents; (ii) except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant covenant, condition or condition other obligation contained in any indenture, mortgage, deed of trust, loan agreement agreement, contract, undertaking or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property property, right or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property property, right or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, as disclosed in the Time of Sale Information or the Offering Memorandum and for any such default or violation that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents, including all amendments and restatements thereto (together, the "Organizational Documents"); (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or party, by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subjectsubject (except as disclosed in the Registration Statement); or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Obagi Medical Products, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; , (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; , or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in defaultdefault in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation in any material respect of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries the Subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws or memorandum and articles of association or similar organizational documents; or (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement or other agreement agreement, note, lease, or instrument to which the Company or any of its subsidiaries the Subsidiaries is a party or by which the Company or any of its subsidiaries the Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries the Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither As of the date hereof, neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notcould not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Material Subsidiaries is (i) in violation of its charter articles or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Material Subsidiaries is a party or by which the Company or any of its subsidiaries Material Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Material Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Material Subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any property property, right or asset of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Rli Corp)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a defaultdefault by the Company or any of its subsidiaries, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries Principal Subsidiary is (i) in violation of its charter or by-laws or memorandum and articles of association incorporation or similar other organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Principal Subsidiary is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Principal Subsidiary is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or its Principal Subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its significant subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its significant subsidiaries is a party or by which the Company or any of its significant subsidiaries is bound or to which any property property, right or asset of the Company or any of its significant subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither None of the Company nor any of or its subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws or memorandum and articles of association bylaws (or similar organizational documents; document), (ii) in default, and no event has occurred that, with notice breach or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any statute, judgment, decree, order, rule or regulation applicable to any of them or any court of their respective properties or arbitrator or governmental or regulatory authorityassets, except, in the case of clauses (ii) and (iii) above, except for any such default breach or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, or (iii) in breach of or default under (nor has any event occurred that, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate, contract or other agreement or instrument to which any of them is a party or to which any of them or their respective properties or assets is subject (collectively, “Contracts”), except for any such breach, default, violation or event that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Open Market Sale Agreement (Oric Pharmaceuticals, Inc.)
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) to the Company’s and each Guarantor’s knowledge, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, (A) in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (B) in the case of clause (ii) above, with respect to the Existing Notes which will be repaid in full upon the consummation of the Transactions.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is subject; or (iii) except as set forth in the Time of Sale Information and the Offering Memorandum, in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association, charter or by-laws or memorandum and articles of association or similar other organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, authority having jurisdiction over the Company or any of its subsidiaries except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Sales Agreement (PolyPid Ltd.)
No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any property property, right or asset of the Company or any of its subsidiaries Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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No Violation or Default. Neither the None of Company nor or any of its subsidiaries (A) is (i) in violation of its charter charter, certificate of formation, bylaws, limited partnership agreement or by-laws or memorandum and articles of association limited liability company agreement (or similar organizational documents; ), (iiB) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a defaultdefault or breach, in the due performance or observance of any term, covenant covenant, condition or condition other obligation contained in any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which the Company or any of its subsidiaries it is bound or to which any of its properties or assets is subject, or would result in the imposition of any Lien upon any property or asset assets of the Company or any of its subsidiaries is subject; subsidiaries, or (iiiC) is in violation of any applicable law or statute or judgment or any judgmentorder, orderdecree, rule or regulation of any court or arbitrator or governmental or regulatory authorityagency or body having jurisdiction over it or its property or assets or has failed to obtain any license, exceptpermit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (iiB) and (iii) aboveC), for to the extent any such conflict, breach, violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property property, right or asset of the Company or any of its subsidiaries s is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (iii) and (iii) aboveof this sentence, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Gartner Inc)
No Violation or Default. Neither the Company nor any of its subsidiaries Material Subsidiaries is (i) in violation of its charter articles or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Material Subsidiaries is a party or by which the Company or any of its subsidiaries Material Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries Material Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Material Subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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No Violation or Default. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association by‑laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or asset assets of the Company or any of its subsidiaries is Subsidiaries are subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither None of the Company Ladder Parties nor any of its their subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any lease, indenture, mortgage, deed of trust, loan agreement or other agreement contract, agreement, instrument or instrument obligation to which any of the Company Ladder Parties or any of its their subsidiaries is a party or by which any of the Company Ladder Parties or any of its their subsidiaries is bound or to which any property property, right or asset of any of the Company Ladder Parties or any of its their subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; , (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; , or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii(ii) and (iii(iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Sales Agreement (InflaRx N.V.)
No Violation or Default. Neither the Company Clearwire nor any of its subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, lease, deed of trust, loan agreement or other agreement or instrument to which the Company Clearwire or any of its subsidiaries is a party or by which the Company Clearwire or any of its subsidiaries is bound or to which any of the property or asset assets of the Company Clearwire or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator arbitrator, administrative agency or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither None of the Company nor or any of its subsidiaries the Subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries the Subsidiaries is a party or by which the Company or any of its subsidiaries the Subsidiaries is bound or to which any property of the property, right or asset assets of the Company or any of its subsidiaries the Subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus or for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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