Common use of Non-Contravention; No Further Authorizations or Approvals Required Clause in Contracts

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained), (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Shareholder, (ii) any other agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except in the case of (ii) or (iii), as would not reasonably be expected to impair its ability to fulfill its obligations hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 6 contracts

Samples: Underwriting Agreement (Manchester United PLC), Underwriting Agreement (Manchester United PLC), Underwriting Agreement (Edward S. Glazer Irrevocable Exempt Trust)

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Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, under this Agreement will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Shareholder, (ii) any other agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or (iii) any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, except in the case of clauses (ii) or and (iii), as would not reasonably be expected to impair its ability to fulfill perform its obligations hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 5 contracts

Samples: Underwriting Agreement (Medpace Holdings, Inc.), Underwriting Agreement (Medpace Holdings, Inc.), Underwriting Agreement (Medpace Holdings, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Shareholder of, and the performance by the such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Shareholder, (ii) any other agreement or instrument to which the such Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Shareholder, except in the case of (ii) or (iii), ) as would not reasonably be expected to impair its ability to fulfill its obligations hereundernot, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Shareholder of the transactions contemplated in this Agreement, except for the registration of the Offered Shares under the Securities Act and except for such consents, approvals and authorizations as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 3 contracts

Samples: Underwriting Agreement (Bravo Brio Restaurant Group, Inc.), Underwriting Agreement (Bravo Brio Restaurant Group, Inc.), Underwriting Agreement (Bravo Brio Restaurant Group, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Shareholder Stockholder of, and the performance by the such Selling Shareholder Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in a breach of, any violation of or constitute a Default under, or require the consent of (except for such consents that have been duly obtained) any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling ShareholderStockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the such Selling Shareholder Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, or and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or any judgment, order, decree or regulation applicable to the such Selling Shareholder Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the such Selling Shareholder, except in the case of (ii) Stockholder or (iii), as would not reasonably be expected to impair its ability to fulfill its obligations hereunderproperties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Shareholder Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRANASD.

Appears in 2 contracts

Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Shareholder Stockholder of, and the performance by the Selling Shareholder Stockholder of its obligations under, this Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Shareholder, Stockholder or (ii) any other agreement or instrument to which the Selling Shareholder Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling ShareholderStockholder, except in the case of clause (ii) or (iii), as would not not, individually or in the aggregate, reasonably be expected to impair its have a material adverse effect on the ability of the Selling Stockholder to fulfill its obligations hereunderconsummate the transactions contemplated by this Agreement and the Power of Attorney. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 2 contracts

Samples: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Shareholder Stockholder of, and the performance by the Selling Shareholder Stockholder of its obligations under, this Agreement Agreement, (i) will not contravene or conflict with, result in a breach of, or constitute a any Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement laws or other organizational documents of the Selling ShareholderStockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which the Selling Shareholder Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, or and (iii) will not result in any provision violation of applicable law or any statute, law, rule, regulation, judgment, order, order or decree or regulation applicable to the Selling Shareholder Stockholder of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over the Selling ShareholderStockholder or its properties, except in the case of with respect to clause (ii) or (iii)only, for such Defaults and violations as would not reasonably be expected to impair its ability to fulfill its obligations hereundernot, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder Stockholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRANASD.

Appears in 1 contract

Samples: Underwriting Agreement (Cal Dive International, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement and the Custody Agreement will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Shareholder, (ii) any other agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, Shareholder except in the case of (ii) or (iii), ) as would not reasonably be expected to impair its ability to fulfill its obligations hereundernot, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRAlaws.

Appears in 1 contract

Samples: Underwriting Agreement (Caribou Coffee Company, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Shareholder Stockholder of, and the performance by the such Selling Shareholder Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or charter, by-laws, partnership agreement, trust agreement laws or other similar organizational documents of the such Selling Shareholder, (ii) Stockholder or any other agreement or instrument to which the such Selling Shareholder Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Shareholder Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder. Except for registration of the Selling ShareholderOffered Shares under the Securities Act, and except for such consents, approvals and authorizations as may be required under applicable state securities or blue sky laws or from FINRA in connection with the case purchase and distribution of (ii) or (iii)the Shares by the Underwriters, as would not reasonably be expected to impair its ability to fulfill its obligations hereunder. No consentwhich have been obtained and are in full force and effect, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, no Authorization is required for the consummation by the such Selling Shareholder Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 1 contract

Samples: Underwriting Agreement (Vitacost.com, Inc.)

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Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Shareholder Stockholder of, and the performance by the such Selling Shareholder Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling ShareholderStockholder, (ii) any other agreement or instrument to which the such Selling Shareholder Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to the such Selling Shareholder Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Shareholder, Stockholder; except in the case of clauses (ii) or ), (iii)) and (iv) hereof, for such contraventions, conflicts, breaches, or Defaults as would not reasonably be expected to not, individually or in the aggregate, impair its in any material respect such Selling Stockholder’s ability to fulfill perform its obligations hereunderhereunder and thereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Shareholder Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 1 contract

Samples: Underwriting Agreement (Avalanche Biotechnologies, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement and the Custody Agreement will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained)to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the Selling Shareholder, (ii) any other agreement or instrument to which the Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder, Shareholder except in the case of (ii) or (iii), ) as would not reasonably be expected to impair its ability to fulfill its obligations hereundernot, individually or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 1 contract

Samples: Underwriting Agreement (Caribou Coffee Company, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Shareholder of, and the performance by the such Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained), (i) will not result in any violation of the charter or by-laws, provisions of the partnership agreement, trust agreement or other operating agreement or similar organizational documents of the such Selling Shareholder, (ii) will not conflict with or constitute a breach of, or Default (including any failure to obtain any required consent, approval or waiver) under, any other agreement or instrument to which the such Selling Shareholder is a party or by which it is bound or under to which it is entitled to any of the property, right or benefitasset of such Selling Shareholder is subject, or (iii) will not result in any provision violation of any applicable law or any judgment, order, decree or regulation applicable to the such Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling Shareholder, except except, in the case of clauses (ii) or and (iii)) above, as for any such violation, conflict, breach or Default that would not not, individually or in the aggregate, reasonably be expected to impair its in any material respect the ability of such Selling Shareholder to fulfill perform its obligations hereunderunder this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 1 contract

Samples: Underwriting Agreement (Global Ship Lease, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by the such Selling Shareholder of, and the performance by the such Selling Shareholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to (except for any such consent that has already been obtained), (i) the charter or by-laws, partnership agreement, trust agreement or other organizational documents of the such Selling Shareholder, (ii) any other agreement or instrument to which the such Selling Shareholder Shareholders is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the such Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the such Selling ShareholderShareholders, except in the case of (ii) or (iii), as would not reasonably be expected to impair its ability to fulfill its obligations hereunder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the such Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 1 contract

Samples: Underwriting Agreement (Manchester United PLC)

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