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 such Selling Stockholder of, and the performance by such Selling 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, (i) the charter or by-laws, or other organizational or constituting documents of such Selling Stockholder, (ii) any other agreement or instrument to which such Selling Stockholder is bound or under which it is entitled to any right or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except in the case of clauses (ii) and (iii) for such contravention that could not be expected to, individually or in the aggregate, have a Material Adverse Effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby. 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 such Selling 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 (BioScrip, Inc.)

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Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder the Company of, and the performance by such Selling Stockholder the Company 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, or constitute a Default any default under, or require the consent of any other party to, (i) the charter or by-laws, laws or other organizational or constituting documents of such Selling Stockholderthe Company, (ii) will not conflict with or constitute a breach of, or default under, with or without notice or the passage of time, any other agreement or instrument to which such Selling Stockholder the Company is or may be a party or by which it is or may be bound or under which it is entitled to any right or benefit, benefit and (iii) will not result in any provision violation of applicable law any statute, law, regulation, order or (iv) any judgment, order, decree or regulation applicable to such Selling Stockholder the Company of any court, regulatory body, administrative agency, governmental body body, arbitrator or arbitrator other authority having jurisdiction over such Selling Stockholderthe Company or its properties, except in the case of clauses (ii) and (iii) for such contravention that could as would not be expected to, individually or in the aggregate, have a Material Adverse Effect on aggregate be reasonably expected to impair in any material respect the ability of the Selling Stockholder Company to consummate the transactions contemplated herebyby 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 such Selling Stockholder the Company of the transactions contemplated in this Agreement, except such as may (A) have been obtained or made in connection with the Sale and are in full force and effect and (B) will be required obtained or made in connection with the underwritten offering contemplated in Section 5.2(a) hereof, under the Securities Act, applicable state securities or blue sky laws and from FINRA (as defined below) and the FINRANasdaq stock market.

Appears in 1 contract

Samples: Securities Purchase Agreement (Childrens Place Retail Stores Inc)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, 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, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational or constituting documents of such Selling Stockholder, as applicable, (ii) any other agreement or instrument to which such Selling 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 such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except in the case of clauses (ii) and or (iii) for such contravention that could not ), as would not, reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the such Selling Stockholder’s ability of the Selling Stockholder to consummate the transactions contemplated herebyby 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 such Selling 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 (Navigator Holdings Ltd.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney and 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, (i) the charter or by-laws, or other organizational or constituting documents of such Selling Stockholder, (ii) any other agreement or instrument to which such Selling Stockholder is bound or under which it is entitled to any right or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except in the case of clauses (ii) and (iii) for such contravention that could not be expected to, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby. 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 such Selling 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 (BioScrip, Inc.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling Stockholder of its obligations under, 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, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational or constituting documents of such the Selling Stockholder, (ii) Stockholder or any other agreement or instrument to which such the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such the Selling Stockholder, except in the case of clauses (ii) and (iii) for such contravention that could not be expected toas would not, individually or in the aggregate, have a Material Adverse Effect on the ability of materially interfere with the Selling Stockholder Stockholder’s ability to consummate the transactions contemplated herebyperform its obligations under 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 such the Selling Stockholder of the transactions contemplated in this Agreement, except (i) such as has been obtained or (ii) 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 (Addus HomeCare Corp)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, its Custody Agreement, its Power of Attorney, the Custody Registration Agreement Amendment and the Power of Attorney Termination Agreement (i) will not contravene or conflict with, result in any default or event which, with notice or lapse of time or both, would be a breach ofdefault (collectively, or constitute a Default “Default”) under, or require the consent of any other party to, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational or constituting documents documents, as the case may be, of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other material agreement or instrument to which such Selling Stockholder is bound a party or under by which it is entitled to any right or benefitbound, and (iii) will not result in any provision violation of applicable law any material statute, law, regulation, order or (iv) any judgment, order, decree or regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except in the case of clauses (ii) and (iii) for such contravention that could not be expected to, individually or in the aggregate, have a Material Adverse Effect on the ability of the Selling Stockholder to consummate the transactions contemplated hereby. No material 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 such Selling 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 1933 Act, applicable state securities or blue sky laws and from the FINRANASD.

Appears in 1 contract

Samples: Underwriting Agreement (Carrols Restaurant Group, Inc.)

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Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder Shareholder of, and the performance by such Selling Stockholder 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 under the consent of any other party to, (i) the charter articles of association or by-laws, partnership agreement, trust agreement or other organizational or constituting documents of such Selling StockholderShareholder, (ii) any other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, (iii) any provision of applicable law or (iviii) any judgment, order, decree or regulation applicable to such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling StockholderShareholder, except in the case of clauses (ii) and (iii) for such contravention conflicts, breaches or violations that could would not reasonably be expected to, individually or in the aggregate, to have a Material Adverse Effect material adverse effect on the ability of the such Selling Stockholder Shareholder to consummate the transactions contemplated herebyby this Agreement (a “Selling Shareholder 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 such Selling Stockholder 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 (NewAmsterdam Pharma Co N.V.)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling 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, (i) the charter or by-laws, partnership agreement, trust agreement or other organizational or constituting documents of such Selling Stockholder, (ii) any other agreement or instrument to which such Selling 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 such Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Stockholder, except except, in the case of the foregoing clauses (ii) and (iii) for such contravention that could not be expected toas would not, individually or in the aggregate, have a Material Adverse Effect on the reasonably be expected to materially impact such Selling Stockholder’s ability of the Selling Stockholder to consummate the transactions contemplated herebyperform its obligations under 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 such Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act or the Exchange Act, applicable state securities or blue sky laws and from the FINRA.

Appears in 1 contract

Samples: Underwriting Agreement (Abm Industries Inc /De/)

Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such the Selling Stockholder of, and the performance by such the Selling 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 default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the charter or by-laws, or other organizational or constituting documents limited partnership agreement of such the Selling Stockholder, (ii) any other agreement or instrument to which such the Selling 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 such the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such the Selling Stockholder, except except, in the case of the foregoing clauses (ii) and (iii) for such contravention that could not be expected toas would not, individually or in the aggregate, have a Material Adverse Effect on the ability of reasonably be expected to materially impact the Selling Stockholder Stockholder’s ability to consummate the transactions contemplated herebyperform its obligations under 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 such the Selling 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 FINRAFINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (PRA Health Sciences, Inc.)

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