Common use of Non-Contravention; Governmental Authorizations Clause in Contracts

Non-Contravention; Governmental Authorizations. (a) Except as described in Schedule 4.5(a) to this Agreement, the issue and sale of the Acquired Shares by the Company, the execution, delivery and performance of this Agreement by the Company, the compliance by the Company with all of the provisions of this Agreement, and the consummation of the transactions herein contemplated will not conflict with or constitute a breach or violation of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such conflicts, breaches, violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, nor will any such action (A) result in any violation of the provisions of the articles of restatement or bylaws of the Company or similar organizational documents of the Subsidiaries, (B) result in any violation of any law, statute, order, rule, regulation or judgment of any federal, state, local or foreign court, arbitrator, regulatory authority or governmental agency or body having jurisdiction over the Company or the Subsidiaries or any of their property or assets (each, a “Governmental Entity”), (C) result in the creation or imposition of any Lien upon any property, assets or operations of the Company or the Subsidiaries pursuant to, any of the Agreements and Instruments, except, with respect to clauses (B) and (C), for such violations or Liens that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (D) constitute a Repayment Event (as defined below) under any of the Agreements or Instrument (x) that would require the Company to make a payment of at least $10,000,000 or (y) that could reasonably be expected to have a Material Adverse Effect; no filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any Governmental Entity is required for the issue and sale of the Acquired Shares by the Company, the execution, delivery and performance of, or compliance with, this Agreement by the Company or the consummation of the transactions contemplated by this Agreement, except the registration of the Rights and the Shares under the Securities Act, the registration of the Rights under the Exchange Act, the listing of the Rights and the shares acquired in the Rights Offering by NASDAQ, the filing of the Proxy Statement, the filing of any document that may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the filing of any document that may be required by NASDAQ, all approvals and authorizations of, filings with, and notifications under the HSR Act, and except for such filings, consents, approvals, authorizations, registrations, qualifications or decrees as have been made or obtained or as may be required under state securities or the laws of any foreign jurisdiction in connection with the purchase and distribution of the Acquired Shares. The term “

Non-Contravention; Governmental Authorizations. (a) Except as described in Schedule 4.5(a) to this Agreement, the issue and sale of the Acquired Shares by the Company, the execution, delivery and performance of this Agreement by the Company, the compliance by Neither the Company with all nor any of the provisions of this Agreement, and the consummation of the transactions herein contemplated will not conflict with or constitute a breach or its subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, (B) in default in the performance or observance of any of the terms obligation, agreement, covenant or provisions of, or constitute a default under, condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries its subsidiaries is a party or by which the Company it or any of the Subsidiaries is them may be bound or to which any of the property properties or assets of the Company or any of the Subsidiaries its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such conflicts, breaches, violations or defaults that would not reasonably be expected to havenot, individually singly or in the aggregate, result in a Material Adverse Effect, nor will any such action or (AC) result in any violation of the provisions of the articles of restatement or bylaws of the Company or similar organizational documents of the Subsidiaries, (B) result in any violation of any law, statute, rule, regulation, judgment, order, rule, regulation writ or judgment decree of any federalarbitrator, state, local or foreign court, arbitratorgovernmental body, regulatory authority or governmental body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their property respective properties, assets or assets operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as the case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (Cas defined below) under, or result in the creation or imposition of any Lien lien, charge or encumbrance upon any property, properties or assets or operations of the Company or the Subsidiaries any of its subsidiaries pursuant to, any of the Agreements and Instruments, except, with respect to clauses Instruments (B) and (C), except for such violations conflicts, breaches, defaults or Liens Repayment Events or liens, charges or encumbrances as are described in or contemplated by the Company SEC Documents or that would not reasonably be expected to havenot, individually singly or in the aggregate, a Material Adverse Effect or (D) constitute a Repayment Event (as defined below) under any of the Agreements or Instrument (x) that would require the Company to make a payment of at least $10,000,000 or (y) that could reasonably be expected to have result in a Material Adverse Effect; no filing with), nor will such action result in any violation of the provisions of the charter, bylaws or consentsimilar organizational document of the Company or any of its subsidiaries or any law, approvalstatute, authorizationrule, licenseregulation, judgment, order, registration, qualification writ or decree of, of any Governmental Entity is required for Entity. As used herein, a “Repayment Event” means any event or condition which gives the issue and sale holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the Acquired Shares by right to require the Companyrepurchase, the execution, delivery and performance of, redemption or compliance with, this Agreement repayment of all or a portion of such indebtedness by the Company or the consummation any of the transactions contemplated by this Agreement, except the registration of the Rights and the Shares under the Securities Act, the registration of the Rights under the Exchange Act, the listing of the Rights and the shares acquired in the Rights Offering by NASDAQ, the filing of the Proxy Statement, the filing of any document that may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the filing of any document that may be required by NASDAQ, all approvals and authorizations of, filings with, and notifications under the HSR Act, and except for such filings, consents, approvals, authorizations, registrations, qualifications or decrees as have been made or obtained or as may be required under state securities or the laws of any foreign jurisdiction in connection with the purchase and distribution of the Acquired Shares. The term “its subsidiaries.