Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association, as amended and restated, or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).
Appears in 2 contracts
Samples: Underwriting Agreement (Xuhang Holdings LTD), Underwriting Agreement (Xuhang Holdings LTD)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries except for such conflicts, except breaches or violations specified in the case of each of clauses subsections (ii) and (iii)) above that would not, to individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except (A) such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Fiesta Restaurant Group, Inc.), Underwriting Agreement (Jefferies Capital Partners Iv Lp)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum charter or by-laws, and articles of association, as amended and restated, or is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it may be bound (includingis bound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restated, Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationrespective charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations specified in the case of each of clauses subsections (ii) and (iii), to the extent such conflict, breach Default or violation could ) above that would not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Medpace Holdings, Inc.), Underwriting Agreement (Medpace Holdings, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The None of the Company Parties (i) is not in violation of its memorandum and articles charter, certificate of associationformation, as amended and restatedbylaws, limited partnership agreement or limited liability company agreement (or other applicable organizational document) (collectively, the “Organizational Documents”), or in default (ii) is (or, with the giving of notice or lapse of time, would be be) in default) default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it a Company Party is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement Existing Indebtedness), or to which any of the property or assets of the Company are Parties is subject (each, an “Existing Instrument”), except with respect to clause (ii), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement by the Company and consummation of the transactions contemplated hereby and by the Registration Statement, Disclosure Package and the Prospectus (i) have been duly authorized by all necessary Company Party action (corporate action or otherwise) and will not result in any violation of the provisions Organizational Documents of the memorandum and articles of association of the Company, as amended and restatedCompany Parties, (ii) will not conflict with or constitute a breach of, of or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Parties pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectCompany Parties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and or consummation of the transactions contemplated hereby and by the Registration Statement, Disclosure Package and Prospectus by the Company Parties, except such as have been obtained under the Act and such as may be required by the securities laws of the several states of the United States in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and the ProspectusProspectus or which, except if not obtained, would not, individually or in the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)aggregate, cause a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Athlon Energy Inc.), Underwriting Agreement (Athlon Energy Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or bylaws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association of the Company, as amended and restated, (ii) will not conflict with charter or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).bylaws,
Appears in 2 contracts
Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The None of the Company Parties (i) is not in violation of its memorandum and articles charter, certificate of associationformation, as amended and restatedbylaws, limited partnership agreement or limited liability company agreement (or other applicable organizational document) (collectively, the “Organizational Documents”), or in default (ii) is (or, with the giving of notice or lapse of time, would be be) in default) default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it a Company Party is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement Existing Indebtedness), or to which any of the property or assets of the Company are Partnership Parties is subject (each, an “Existing Instrument”), except with respect to clause (ii), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement by the Company and consummation of the transactions contemplated hereby and by the Registration Statement, Disclosure Package and the Prospectus (i) have been duly authorized by all necessary Company action (corporate action or otherwise) and will not result in any violation of the provisions Organizational Documents of the memorandum and articles of association of the Company, as amended and restatedCompany Parties, (ii) will not conflict with or constitute a breach of, of or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Parties pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectCompany Parties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and or consummation of the transactions contemplated hereby and by the Registration Statement, Disclosure Package and Prospectus by the Company, except such as have been obtained under the Act and such as may be required by the securities laws of the several states of the United States in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and the ProspectusProspectus or which, except if not obtained, would not, individually or in the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)aggregate, cause a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Athlon Energy Inc.), Underwriting Agreement (Athlon Energy Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor its subsidiary is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or its subsidiary is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be expected, individually or in the aggregate, to result in a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or its subsidiary, except except, in the case of each of the foregoing clauses (ii) and (iii), to for such defaults or violations as would not, individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or its subsidiary.
Appears in 2 contracts
Samples: At the Market Equity Offering Sales Agreement (Vor Biopharma Inc.), Open Market Sale Agreement (Vor Biopharma Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or bylaws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except as would not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of each of clauses as with regard to subclauses (ii) and (iii)) would not be expected, to individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of FINRA (as defined below) in connection with the sale of the Shares; and (iii) the inclusion of the Shares on the Principal Trading Market. As used herein, a “Debt Repayment Triggering Event” means any event or blue sky laws and from condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Open Market Sale Agreement (Elys Game Technology, Corp.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of associationcharter, as amended and restated, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement 2012 Notes Indenture, and the Existing Senior Secured Loan Agreement) or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, the DTC Agreement and the Indenture, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action required by the charter of the Company and will not result in any violation of the provisions of the memorandum and articles of association charter, bylaws or other constitutive document of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default Company or violation could not reasonably be expected to result in a Material Adverse Effectany subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement, the DTC Agreement or the Indenture, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made by the registration Company and are in full force and effect or qualification of the Offered Securities except as may be required under the Securities Act and applicable state securities or blue sky laws and from or other applicable securities laws of the Financial Industry Regulatory Authority several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restated, charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement the Company's 10% Senior Subordinated Notes due 2008 (the "Notes") or contract filed the related indenture and the Senior Credit Facilities (as an exhibit to defined in the Registration Statement Prospectus)), or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “"Existing Instrument”)"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeChange or such Defaults that are described in the Prospectus. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument as in effect on the First Closing Date and the Second Closing Date, if any, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or such Defaults that are described in the Prospectus and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary (with respect to Canadian law, except (i) assuming that (A) the Common Shares offered in Canada are offered only in Alberta, Manitoba, Ontario and Quebec and (B) purchasers of the case of each of clauses Common Shares in Alberta, Manitoba and Quebec are Permitted Purchasers and (ii) and (iiiin reliance on the Canadian Memo), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”the "NASD") (with respect to Canadian law, (i) assuming that (A) the Common Shares offered in Canada are offered only in Alberta, Manitoba, Ontario and Quebec and (B) purchasers of the Common Shares in Alberta, Manitoba and Quebec are Permitted Purchasers and (ii) in reliance on the Canadian Memo).
Appears in 1 contract
Samples: Underwriting Agreement (Windmere Durable Holdings Inc)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association, as amended continuance or by‑laws and restated, or is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association continuance or by‑laws of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges, encumbrances or violations specified in the case of each of clauses subsection (ii) and (iii)) above that could not, to individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except for the registration or qualification filing of the Offered Securities Final Prospectus Supplement and the accompanying Current Report on Form 8-K or such as have been obtained or made by the Company and are in full force and effect under the Securities Act Act, applicable Canadian securities laws and such as may be required under applicable state securities or blue sky laws and from laws, Canadian securities laws, Industry Canada, the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”)) or Nasdaq. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum Neither the issue and articles of association, as amended and restated, or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any sale of the property or assets Shares nor the consummation of any other of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in transactions herein contemplated nor the aggregatefulfillment of the terms hereof will conflict with, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any breach or violation of the provisions of the memorandum and articles of association of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or require by-laws of the consent Company or its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party toor bound or to which its or their property is subject, any Existing Instrument and or (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could ) as would not reasonably be expected to result in have a Material Adverse EffectEffect or an adverse effect on the consummation of the transactions contemplated hereby. No consent, approval, authorization authorization, filing with or other order of, or registration or filing with, of any court or other governmental agency or regulatory authority or agency, body is required for the Company’s execution, delivery and performance of this Agreement and consummation of in connection with the transactions contemplated hereby and by the Disclosure Package and the Prospectusherein, except the registration or qualification of the Offered Securities such as have been obtained under the Securities Act and applicable state securities or such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and from distribution of the Financial Industry Regulatory Authority (“FINRA”)Shares by the Agent in the manner contemplated herein and in the Prospectus.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, charter or by laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the financial condition, earnings, business, properties or operations or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Each of the Company’s and Lombard’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares by the Company as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association association, charter or bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, Company or any subsidiary (including but not limited to any change of control or other violation as amended and restated, a result of the Change of Domicile) (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of each of clauses except, as it relates to (ii) and (iii)) above, to the extent such conflict, breach Default or violation as could not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or Lombard’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, such as may be required under applicable state securities or blue sky laws and from or FINRA and, prior to the Financial Industry Regulatory Authority First Closing Date, for the court order required in connection with the Change of Domicile. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries except for such conflicts, except breaches or violations specified in the case of each of clauses subsections (ii) and (iii)) above that would not, to individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except (A) such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA and from NASDAQ. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Fiesta Restaurant Group, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of associationcharter or by-laws or similar organizational documents, as amended applicable, and restated, or is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws or similar organizational documents, as applicable, of the Company, as amended and restated, Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except as would not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Aerovate Therapeutics, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case Company or any of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effectits subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, contractlease, franchiselicense agreement, lease contract or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except as could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).or
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except except, in the case cases of each of clauses (ii) and (iii)) above, as could not be expected, individually or in the aggregate, to the extent such conflict, breach Default or violation could not reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not 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 a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, to any Existing Instrument Instrument, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could as would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA (as defined below). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives the Financial Industry Regulatory Authority holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum charter or by-laws and articles of association, as amended and restated, or is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except except, in the case of each of clauses (ii) and (iii)) above, to the extent for any such conflict, breach Default breach, violation, Default, lien, charge or violation could not encumbrance that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Appears in 1 contract
Samples: Underwriting Agreement (La Jolla Pharmaceutical Co)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The None of the Company Parties (i) is not in violation of its memorandum and articles charter, certificate of associationformation, as amended and restatedbylaws, limited partnership agreement or limited liability company agreement (or other applicable organizational document) (collectively, the “Organizational Documents”), or in default (ii) is (or, with the giving of notice or lapse of time, would be be) in default) default (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it a Company Party is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement Existing Indebtedness), or to which any of the property or assets of the Company are Partnership Parties is subject (each, an “Existing Instrument”), except with respect to clause (ii), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse ChangeChange or materially impair the ability of the Company Parties to consummate the Transactions or any other transactions provided for in the Operative Agreements. The Company’s execution, delivery and performance of this Agreement the Operative Agreements by the Company Parties party thereto, and the issuance and delivery of the Securities and consummation by the Company Parties of the Transactions and the transactions contemplated hereby and thereby and by the Registration Statement, Disclosure Package and the Prospectus (i) have been duly authorized by all necessary Company Party action (corporate action or otherwise) and will not result in any violation of the provisions Organizational Documents of the memorandum and articles of association of the Company, as amended and restatedCompany Parties, (ii) will not conflict with or constitute a breach of, of or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Parties pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially impair the ability of the Company Parties to consummate the Transactions or any other transactions provided for in the Operative Agreements and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectCompany Parties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement the Operative Agreements by the Company Parties party thereto, or the issuance and delivery of the Underwritten Securities, or consummation of the Transactions and the transactions contemplated hereby and thereby and by the Registration Statement, Disclosure Package and Prospectus by the Company Parties, except such as have been obtained under the Act and such as may be required by the securities laws of the several states of the United States in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and the ProspectusProspectus or which, except if not obtained, would not, individually or in the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)aggregate, cause a Material Adverse Change.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of the Subsidiaries is not in breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its memorandum and respective certificate of incorporation or certificate of incorporation on name change or articles of association, as amended and restatedcharter or bylaws or other applicable organizational documents, or in default (or, with the giving of notice or lapse of time, would be in defaultB) (“Default”) under any indenture, mortgage, deed of trust, bank loan or credit agreement, note, contract, franchise, lease agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (C) any federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the Principal Market), or (E) any agreement decree, judgment or contract filed as an exhibit order applicable to the Registration Statement it or to which any of its properties, except, in the property or assets case of the Company are subject clauses (each, an “Existing Instrument”)B), except for (C) or (D), where such Defaults as breach, violation, default, event or right would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated hereby herein and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and therein will not conflict with, result in any breach or violation of the provisions of the memorandum and articles of association of the Company, as amended and restated, (ii) will not conflict with or constitute a default under (nor constitute any event which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or Default give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under, ) (or result in the creation or imposition of any a lien, charge or encumbrance upon on any property or assets of the Company or any Subsidiary pursuant to) (A) the respective certificate of incorporation or certificate of incorporation on name change or articles of association, charter or bylaws or other applicable organizational documents, of the Company or any of the Subsidiaries, or require (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the consent Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, or (C) any federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other party tonon-governmental regulatory authority (including, without limitation, the rules and regulations of the Nasdaq), or (E) any Existing Instrument and (iii) will not result in any violation of any lawdecree, administrative regulation judgment or administrative or court decree order applicable to the CompanyCompany or any of the Subsidiaries or any of their respective properties, except except, in the case of each of clauses (ii) and (iiiB), to (C) or (D), where such breach, violation, default, event, right, lien, charge or encumbrance would not, individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization authorization, consent or other order of, or registration of or filing withwith any federal, any court state, local or other foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Principal Market) or approval of the shareholders of the Company, is required for in connection with the Company’s execution, delivery issuance and performance sale of this Agreement and the Shares or the consummation by the Company of the transactions contemplated hereby and by the Disclosure Package and the Prospectushereby, except other than (i) the registration or qualification of the Offered Securities Shares under the Securities Act and applicable state Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws and from of the various jurisdictions in which the Shares are being offered by the Agent, (iii) under the Conduct Rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”), (iv) except as otherwise have already been obtained or made as of the date of this Agreement or (v) by the Jersey Registrar of Companies or the Jersey Financial Services Commission.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles certificate of association, as amended and restated, incorporation or by-laws or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, any Terms Agreement, consummation of the transactions contemplated hereby and thereby and by the Disclosure Package Prospectus and the Prospectus issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action (and, with respect to any Terms Agreement, upon authorization by the Company’s Board of Directors or a duly authorized committee thereof at the time of execution and delivery) and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restated, Company or any Subsidiary; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except except, in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could as would not reasonably be expected individually or in the aggregate, to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby or by any Terms Agreement and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority (“FINRA”)) or the Nasdaq Stock Market. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Common Stock Sales Agreement (Dicerna Pharmaceuticals Inc)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restatedassociation or similar organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be reasonably expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).violation
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum charter or by-laws, and articles of association, as amended and restated, or is not in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it may be bound (includingis bound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restated, Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package issuance and sale of the Prospectus Shares and Pre-Funded Warrants (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary; (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change; and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could as would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and hereby, except for the filing of a Form D with the Commission, or such as have been obtained or made by the Disclosure Package Company and the Prospectus, except the registration or qualification of the Offered Securities are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from laws. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enliven Therapeutics, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of associationcharter, as amended and restated, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement Company’s ABL Facility), or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Transaction Documents by the Company and the Guarantors party thereto, and the issuance and delivery of the Securities and the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter, bylaws or other constitutive document of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative regulation, administrative, regulatory or court decree decree, or written agreement or other written statement issued by applicable regulators, applicable to the CompanyCompany or any subsidiary, except in the case of each of clauses (ii) and (iii)) above, to for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations as would not, individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement the Transaction Documents by the Company and the Guarantors to the extent a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Disclosure Package Offering Memorandum, except (i) filings on Form 8-K under the Exchange Act disclosing the offer and sale of the Notes, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer or sale of the Notes, (iii) such as have been obtained or made by the Company and the ProspectusGuarantors, except or (iv) where the registration failure to obtain such consents, approvals, authorizations, orders, registrations, filings or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).qualifications would
Appears in 1 contract
Samples: Purchase Agreement (Conns Inc)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except in the case of each of except, with respect to clauses (ii) and (iii)) above, to for such conflicts, breaches or violations that would not, individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company Neither Issuer nor any of their subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, limited partnership agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it either Issuer or any of their subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are either Issuer or any of their subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s Each Issuers’ execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, and the Indenture, the delivery and performance of the DTC Agreement, and the issuance and delivery of the Securities or the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association of the Companycharter or by-laws, limited partnership agreement or similar organizational documents, as amended and restatedapplicable, of either Issuer or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company either Issuer or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default either Issuer or violation could not reasonably be expected to result in a Material Adverse Effectany subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Companyeither Issuer’s execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, or the Indenture, or the delivery or performance of the DTC Agreement, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the ProspectusOffering Memorandum, except the registration such as have been obtained or qualification of the Offered Securities made by either Issuer and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from except such as may be required by federal and state securities laws with respect to the Financial Industry Regulatory Authority obligations of the Issuers under the Registration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either Issuer or any of their subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company None of the Company, the Guarantors or any of the Subsidiaries is not in violation of its memorandum and articles of associationcharter, as amended and restated, by laws or similar organizational documents or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company, the Guarantors or any of the Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement U.S. Credit Agreement and the U.K. Credit Agreement), or to which any of the property or assets of the Company are Company, the Guarantors or any of the Subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture by the Company and each Guarantor party thereto, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) thereby have been duly authorized by all necessary corporate action and (i) will not result in any violation of the provisions of the memorandum and articles of association charter, by laws or similar organizational document of the Company, as amended and restatedCompany or any Guarantor, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Guarantor pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the CompanyCompany or any of its subsidiaries or any of their respective properties, except in the case of each of clauses assets or operations (ii) and (iiieach, a “Governmental Entity”), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, Governmental Entity is required for the Company’s or any Guarantor’s execution, delivery and performance of this Agreement or the Indenture or the issuance and delivery of the Securities and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectusthereby, except the registration or qualification of the Offered Securities such as may be required under the Securities Act and applicable state securities or blue sky laws and from laws. No consent of any floor plan lender, automobile manufacturer or distributor or any affiliate of any of the Financial Industry Regulatory Authority foregoing is required in connection with the sale of the Securities or the consummation of the transactions contemplated by this Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Penske Automotive Group, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse ChangeChange (as defined below). The Company’s execution, delivery and performance of this Agreement and the Shares, consummation of the transactions contemplated hereby and by the Disclosure Package issuance and sale of the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case Company or any of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effectits subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).0000-0000-0000\10
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restatedcharter or by-laws, or in default (or, with the giving of notice or lapse of timetime or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s and each Guarantors’ execution, delivery and performance of this Agreement, the Registration Rights Agreement and consummation the First Supplemental Indenture, the issuance and delivery of the transactions contemplated hereby and by Securities and, if applicable, the Disclosure Package Exchange Securities and the Prospectus Company’s execution, delivery and performance of the DTC Agreement (i) have been duly authorized by all necessary corporate corporate, trust, limited liability company or partnership action of the Company and the Guarantors and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, trust agreement, operating agreement or partnership agreement of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or constitute a Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and such consents as have been obtained and are in full force and effect and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default Company or violation could not reasonably be expected to result in a Material Adverse Effectany subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s or any Guarantor’s, as applicable, execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement or the First Supplemental Indenture, or the issuance and consummation delivery of the transactions contemplated hereby and Securities or, if applicable, the Exchange Securities, except such as have been obtained or made by the Disclosure Package Company or such Guarantors and are in full force and effect and except such as may be required by federal and state securities laws with respect to the Prospectus, except the registration or qualification filing and effectiveness of the Offered Securities applicable registration statement under the Securities Act and applicable state securities qualification of the Indenture under the Trust Indenture Act in connection with the Registration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or blue sky laws condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. The Existing Agreements listed in Schedule D hereto (the “Material Existing Instruments”) are the only agreements that are material to the Company and from the Financial Industry Regulatory Authority (“FINRA”)its subsidiaries taken as a whole.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restated, respective charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Operative Documents and consummation of the transactions contemplated hereby thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except for any such event or occurrence that would not, individually or in the case of each of clauses (ii) and (iii)aggregate, to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement the Operative Documents and consummation of the transactions contemplated hereby thereby and by the Disclosure Package and the ProspectusOffering Memorandum, except (i) with respect to the registration or qualification of transactions contemplated by the Offered Securities Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the Rules and Regulations promulgated thereunder and (ii) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restatedrespective charter or by-laws or other organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any the credit agreement or contract filed dated as an exhibit to of July 3, 2006 among the Registration Statement Company, Banc of America, N.A., as administrative agent and as lender, and certain other lenders) or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Operative Documents and consummation of the transactions contemplated hereby thereby and by each of the Pricing Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws or other organizational documents of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default Company or violation could not reasonably be expected to result in a Material Adverse Effectany subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement the Operative Documents and consummation of the transactions contemplated hereby thereby and by each of the Pricing Disclosure Package and the ProspectusOffering Memorandum, except (i) with respect to the registration or qualification of transactions contemplated by the Offered Securities Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the rules and regulations promulgated thereunder and (ii) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Purchase Agreement (Helix Energy Solutions Group Inc)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, the Pre-Funded Warrants, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association of the Companycharter or by-laws, as amended and restated, (ii) will not conflict with partnership agreement or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).operating
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse ChangeChange (as defined below). The Company’s execution, delivery and performance of this Agreement and the Shares, consummation of the transactions contemplated hereby and by the Disclosure Package issuance and sale of the Prospectus Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case Company or any of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effectits subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement Agreement, and consummation of the transactions contemplated hereby and hereby. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Disclosure Package and the Prospectus, except the registration Company or qualification any of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).its subsidiaries
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles certificate of associationincorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles certificate of association of the Companyincorporation or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).the
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restated, charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “"Existing Instrument”)"), except for such Defaults as would notnot be reasonably expected to result, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except in the case of except, with respect to each of clauses (i), (ii) and (iii)) above, to the extent for such conflictviolations, breach Default conflicts, breaches, Defaults, liens, charges or violation could encumbrances as would not be reasonably be expected to result result, individually or in the aggregate, in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”)the "NASD") and except where the failure to make any such filing or to obtain any such authorization, approval, consent, license, order, registration qualification or decree would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change. As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Fairfax Financial Holdings LTD/ Can)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or loan, credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of its obligations under this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Securities (including the use of proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association of the Companycharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).the
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association, as amended and restated, or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement by the Company, the issue and sale of the Shares by the Company and the consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus will not (with or without notice or lapse of time or both) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association of the Company, as amended and restated, (ii) will not conflict with or result in a breach or violation of any of the terms or provisions of, constitute a breach of, default or Default a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, encumbrance, security interest, claim or charge or encumbrance upon any property or assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or require other agreement or instrument to which the consent Company is a party or by which the Company is bound or to which any of any other party tothe property or assets of the Company is subject, any Existing Instrument and (iiiii) will not result in any violation of the provisions of the charter or by-laws of the Company or (iii) result in the violation of any law, administrative regulation statute, rule, regulation, judgment, order or administrative decree of any court or court decree applicable to governmental or regulatory agency or body, domestic or foreign, having jurisdiction over the CompanyCompany or any of its properties or assets except, except in the case of each of clauses (iii) and (iii)) above, to the extent for any such conflict, breach Default breach, violation or violation could not reasonably be expected to default that would not, singularly or in the aggregate, result in a Material Adverse EffectChange. No consentA “Debt Repayment Triggering Event” means any event or condition that gives, approvalor with the giving of notice or lapse of time would give the holder of any note, authorization debenture or other order ofevidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or registration repayment of all or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance a portion of this Agreement and consummation of the transactions contemplated hereby and such indebtedness by the Disclosure Package and the Prospectus, except the registration Company or qualification any of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor its subsidiary is not in violation of its memorandum and articles of association, as amended and restated, charter or by-laws or in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or its subsidiary is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or its subsidiary is subject (each, an “"Existing Instrument”)"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or its subsidiary that would reasonably be expected, except singly or in the case of each of clauses (ii) and (iii)aggregate, to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)laws.
Appears in 1 contract
Samples: Underwriting Agreement (Vnus Medical Technologies Inc)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restated, charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be reasonably expected to result, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except in the case of except, with respect to each of clauses (i), (ii) and (iii)) above, to the extent for such conflictviolations, breach Default conflicts, breaches, Defaults, liens, charges or violation could encumbrances as would not be reasonably be expected to result result, individually or in the aggregate, in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”)) and except where the failure to make any such filing or to obtain any such authorization, approval, consent, license, order, registration qualification or decree would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Zenith National Insurance Corp)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse ChangeChange (as defined below). The Company’s execution, delivery and performance of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and by the Disclosure Package thereby and the Prospectus issuance and sale of the Warrants (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case Company or any of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effectits subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement the Transaction Documents and consummation of the transactions contemplated hereby and hereby. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Disclosure Package and the Prospectus, except the registration Company or qualification any of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles certificate of association, as amended and restated, incorporation or by laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles certificate of association incorporation or by laws of the Company, as amended and restatedCompany or any subsidiary, (ii) are within the Company’s corporate powers, (iii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iiiiv) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except for any violations which would not, individually or in the case of each of clauses (ii) and (iii)aggregate, to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No Assuming compliance by NMS and BAS with the terms and conditions contained in the Note Purchase Agreement, no consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectushereby, except the registration or qualification of the Offered Securities such as (i) are contemplated by this Agreement under the Securities Act or (ii) have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)NASD.
Appears in 1 contract
Samples: Registration Rights Agreement (Odyssey Re Holdings Corp)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational document, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any credit agreement, indenture, pledge agreement, security agreement or contract filed as an exhibit other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness of the Registration Statement Company or any of its subsidiaries), or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such violations (in the case of subsidiaries) or Defaults as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package application of the net proceeds in the manner and to the extent set forth in each Applicable Prospectus and the Prospectus issuance and sale of the Offered Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws or similar organizational document of the CompanyCompany or any subsidiary, as amended and restatedapplicable, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except except, (x) in the case of each of clauses (ii) and or (iii)) above, to as would not, individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result have a Material Adverse Effect and (y) in the case of clause (i) above, solely with respect to the Company’s subsidiaries that are not Significant Subsidiaries, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the each Applicable Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect and such as may be required under the Securities Act, the Securities Exchange Act and of 1934, as amended (the “Exchange Act”), applicable state securities or blue sky laws and from FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the Financial Industry Regulatory Authority giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or bylaws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse ChangeEffect. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale of the Offered Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and the Warrant Shares (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or bylaws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).,
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor its subsidiary is not in violation of its memorandum and articles certificate of association, as amended and restated, incorporation or bylaws or is in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or its subsidiary is a party or by which it either of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or its subsidiary is subject (each, an “"Existing Instrument”)"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles certificate of association incorporation or bylaws of the Company, as amended and restatedCompany or its subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default Company or violation could not reasonably be expected to result in a Material Adverse Effectits subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”the "NASD").
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any subsidiary is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance by the Company of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Prospectus and the issuance and sale of the Placement Shares (including the use of proceeds from the sale of the Placement Shares as described in the the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a material breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any subsidiary, except in the case of each of clauses (ii) and (iii), to the extent for such conflict, breach Default or violation could violations as would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Sales Agreement (Rallybio Corp)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association, as amended continuance or by‑laws and restated, or is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association continuance or by‑laws of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except for such conflicts, breaches, Defaults or Debt Repayment Triggering Events or liens, charges, encumbrances or violations specified in the case of each of clauses subsection (ii) and (iii)) above that could not, to individually or in the extent such conflictaggregate, breach Default or violation could not reasonably be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except for the registration or qualification filing of the Offered Securities Final Prospectus Supplement and the accompanying Current Report on Form 8-K or such as have been obtained or made by the Company and are in full force and effect under the Securities Act Act, applicable Canadian securities laws and such as may be required under applicable state securities or blue sky laws and from laws, applicable Canadian securities laws, Industry Canada, the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”)) or Nasdaq. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Xenon Pharmaceuticals Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Subsidiaries is not in violation of its memorandum and articles of association, as amended and restated, charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any the credit agreement or contract filed dated October 3, 2005 among the Company and the parties named therein for whom Bank of America, N.A. is acting as an exhibit to the Registration Statement administrative agent), or to which any of the property or assets of the Company are or any of its Subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby thereby and by the Disclosure Package Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action required by the Company and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restatedCompany or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for breaches or Defaults that would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any Subsidiary, except for such violations as would not, individually or in the case of each of clauses (ii) and (iii)aggregate, to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby thereby and by the Disclosure Package Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and the NYSE and such as may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus and the issuance and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except as could not be expected, individually or in the aggregate, to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such violations as would not be expected, individually or in the case of each of clauses (ii) and (iii)aggregate, to the extent such conflict, breach Default or violation could not reasonably be expected to result in have a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made or will be made by the registration or qualification of the Offered Securities Company under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Open Market Sale Agreement (Bellerophon Therapeutics, Inc.)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company None of the Issuer nor any of the Subsidiaries is not (i) in violation of its memorandum and articles of associationcharter, as amended and restated, bylaws or other applicable organizational document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it either Issuer or any the Subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are Issuer or any of the Subsidiaries is subject (each, an “Existing Instrument”)), except except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Transaction Documents by the Issuer, the issuance and consummation delivery of the transactions contemplated hereby Notes and the Exchange Notes and (with respect to clauses (ii) and (iii) below) the consummation by the Disclosure Package Issuer and the Prospectus Subsidiaries of the Transactions and the Spin Transactions, (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles charter, bylaws or other applicable organizational document of association either of the Company, as amended and restatedIssuer or any of the Subsidiaries, (ii) will not conflict with or constitute a breach of, or Default under, or or, except as described in the Offering Memorandum, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuer or any of the Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in Issuer or any of the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse EffectSubsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement and consummation the Transaction Documents by the Issuer or any of the transactions contemplated hereby Subsidiaries to the extent a party thereto, the issuance and delivery of the Notes or the Exchange Notes or consummation by the Disclosure Package Issuer and the ProspectusSubsidiaries of the Transactions, except such as have been obtained or made by the registration Issuer or qualification of the Offered Securities such Subsidiary, as applicable, and are in full force and effect and except such as may be required under the Securities Act and applicable state by the securities laws of the several states of the United States or blue sky laws and from provinces of Canada with respect to the Financial Industry Regulatory Authority (“FINRA”)Issuer’s obligations under the Registration Rights Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Chesapeake Oilfield Operating LLC)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor PPG is not in violation of its memorandum and articles Certificate of association, as amended and restated, Incorporation or Bylaws or in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, understanding, franchise, lease or other instrument or agreement to which it the Company or PPG is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or PPG is subject (each, an “"Existing Instrument”)"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles Certificate of association Incorporation or Bylaws of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or PPG pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for any conflict, breach, Default, lien, charge or encumbrance as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or PPG, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or for any violation could that would not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority NASD. As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder's behalf) the right to require the repurchase, redemption, or repayment of all or a portion of such indebtedness by the Company or PPG.
Appears in 1 contract
Samples: Underwriting Agreement (Peoples Educational Holdings)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not (i) in violation of its memorandum and articles of association, as amended and restated, charter or by-laws or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”"DEFAULT") under any material indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are is subject (each, an “Existing Instrument”)"EXISTING INSTRUMENT"), except for such Defaults as would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restated, (ii) will not conflict 5 6 with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”the "NASD").
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum charter or by‑laws and articles of association, as amended and restated, or is not in default (ornor, with the giving of notice or lapse of time, would it be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property its properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notcould not be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement and Agreement, consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by‑laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except except, in the case of each of clauses (ii) and (iii)) above, to the extent for any such conflict, breach Default breach, violation, Default, lien, charge or violation could not encumbrance that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.
Appears in 1 contract
Samples: Underwriting Agreement (La Jolla Pharmaceutical Co)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its Subsidiaries is not (i) in violation of its memorandum and articles of associationcharter, as amended and restated, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed (i) the Indenture, dated as an exhibit to of September 16, 2009, between the Registration Statement Company and Xxxxx Fargo Bank, N.A., as supplemented by the First Supplemental Indenture, dated as of September 16, 2009, between the Company and Xxxxx Fargo Bank, N.A. and (ii) the Credit Agreement (as defined in the Offering Memorandum)), or to which any of the property or assets of the Company are or any of its Subsidiaries is subject (each, an “Existing Instrument”)), except except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Transaction Documents by the Company and the Guarantors party thereto, and the issuance and delivery of the Securities and the Exchange Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter, bylaws or other constitutive document of the Company, as amended and restatedCompany or any Subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default Company or violation could not reasonably be expected to result in a Material Adverse Effectany Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement the Transaction Documents by the Company and the Guarantors to the extent a party thereto, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the ProspectusOffering Memorandum, except such as have been obtained or made by the registration or qualification of the Offered Securities under the Securities Act Company and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”).are in
Appears in 1 contract
Samples: Purchase Agreement (Coinstar Inc)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The execution and delivery by the Company is of this Agreement, the Indenture and the Notes (collectively, the “Operative Instruments”), and the consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the Notes, (A) will not violate or conflict with or result in violation any contravention of its memorandum and articles any provision of association, as amended and restatedthe General Corporation Law of the State of Delaware (the “DGCL”), or in default (or, B) conflict with the giving charter or by-laws of notice the Company, or lapse (C) constitute a violation of, or a breach or default under the laws of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchisebond, lease indenture or other instrument binding upon the Company or any of its subsidiaries that is material to which it is the Company and its subsidiaries, taken as a party whole, (D) violate or by which it may be bound (includingconflict with, without limitationor result in any contravention of, any agreement judgment, order or contract filed as an exhibit to decree of any governmental body, agency or court having jurisdiction over the Registration Statement Company or to which any subsidiary of the property or assets of the Company are subject (each, an “Existing Instrument”))Company, except for such Defaults as a violation, conflict or contravention which would not, individually or in the aggregate, result in have a Material Adverse Change. The Company’s executionEffect, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (iE) have been duly authorized by all necessary corporate action do not and will not result in any violation of the provisions of the memorandum and articles of association of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries, pursuant to, or require to the consent terms of any other agreement or instrument to which the Company or any of its subsidiaries is a party to, or by which any Existing Instrument and (iii) will not result in of them or any violation of any law, administrative regulation or administrative or court decree applicable to the Companytheir respective properties is bound, except for any liens, charges or encumbrances which would not, individually or in the case of each of clauses (ii) and (iii)aggregate, to the extent such conflict, breach Default or violation could not reasonably be expected to result in have a Material Adverse Effect. No , and (F) do not require any consent, approval, authorization or other order of, or registration or filing qualification with, any court or other governmental or regulatory authority body or agency, is except such as may be required for by the Company’s execution, delivery and performance of this Agreement and consummation securities or Blue Sky laws of the transactions contemplated hereby and by various states, the Disclosure Package Securities Act, the Exchange Act, the Trust Indenture Act and the Prospectus, except securities laws of any jurisdiction outside the registration or qualification of United States in which the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)Notes are offered.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s (i) execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the CompanyCompany or any subsidiary; and (ii) the consummation of the transactions contemplated hereby and by the Registration Statement and the Prospectus and the issuance and sale of the Shares (a) have been or will be duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, of the Company or any subsidiary; (iib) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument; and (iiic) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case Company or any of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effectits subsidiaries. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state and foreign securities or blue sky laws and from the or Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Open Market Sale Agreement (Mesa Laboratories Inc /Co/)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not (i) in violation of its memorandum and articles of association, as amended and restated, or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which it the Company or such subsidiary is a party or by which it may be bound (including, without limitation, any agreement or contract filed the Company’s credit agreement, dated as an exhibit to of April 27, 2011, as amended, among the Registration Statement Company, the lenders named therein and Bank of America, N.A. (the “Credit Agreement”)), or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii) only, for such Defaults and violations as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. The Each of the Company’s and the Guarantors’ execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby hereby, by the General Disclosure Package and by the Disclosure Package and the Prospectus Final Offering Memorandum (i) have has been duly authorized by all necessary corporate action and will not result in any violation Default under the charter or by-laws or other organizational documents, as applicable, of the provisions of the memorandum and articles of association of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflict, breach or default or liens, charges or encumbrances that would not singularly or in the aggregate result in a Material Adverse Effect, and (iii) will not result in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries of any court, except in regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the case Company or any of each its subsidiaries or any of clauses (ii) and (iii), to the extent such conflict, breach Default its or violation could not reasonably be expected to result in a Material Adverse Effecttheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for each of the Company’s and the Guarantors’ execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby hereby, by the General Disclosure Package and by the Disclosure Package and the ProspectusFinal Offering Memorandum, except such as have been obtained or made by the registration Company or qualification of the Offered Securities Initial Purchasers and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority Authority, Inc. (the “FINRA”).
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of association, as amended and restated, respective charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are or any of its subsidiaries is subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement the Operative Documents and consummation of the transactions contemplated hereby thereby and by the Disclosure Package and the Prospectus Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restatedCompany or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default Company or violation could not reasonably be expected to result in a Material Adverse Effectany subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement the Operative Documents and consummation of the transactions contemplated hereby thereby and by the Disclosure Package and the ProspectusOffering Memorandum, except (i) with respect to the registration or qualification of transactions contemplated by the Offered Securities Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the rules and regulations promulgated thereunder and (ii) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Appears in 1 contract
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its memorandum and articles of association, as amended and restated, charter or by- laws or in default (or, with the giving of notice or lapse of time, would be in default) (“"Default”") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it the Company is a party or by which it may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are is subject (each, an “"Existing Instrument”)"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws of the Company, as amended and restated, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s 's execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”the "NASD").
Appears in 1 contract
Samples: Underwriting Agreement (Ancor Communications Inc /Mn/)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Neither the Company nor any of its subsidiaries is not in violation of its memorandum and articles of associationcharter or by-laws, partnership agreement or operating agreement or similar organizational documents, as amended and restatedapplicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgageloan, loan or credit agreement, note, lease, license agreement, contract, franchise, lease franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which it the Company or any of its subsidiaries is a party or by which it or any of them may be bound (includingbound, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property their respective properties or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would notnot reasonably be expected, individually or in the aggregate, result in to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). The Company’s execution, delivery and performance of this Agreement Agreement, and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus Prospectus, including the issuance and sale of the Offered Shares, (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the memorandum and articles of association charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company, as amended and restated, Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the CompanyCompany or any of its subsidiaries, except for such conflicts, breaches or violations specified in the case of each of clauses subsection (ii) and (iii), to the extent such conflict, breach Default or violation could ) above that would not reasonably be expected to result in a Material Adverse EffectChange. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the registration or qualification of the Offered Securities Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws and from or the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”).. As used herein, a “Debt
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc)
