Common use of Non-Defaults; Non-Contravention Clause in Contracts

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription Agreement, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) its Certificate of Incorporation, or its By-laws; or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation or default would have a Material Adverse Effect; or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription Agreement, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) its Certificate of Incorporation, or its By-laws; or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation or default would have a Material Adverse Effect; or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, to the Company's knowledge, federal and state securities laws and regulations and the rules and regulations of The Nasdaq Stock Market, Inc.),, where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription Agreement, the The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents Documents, the Fund Escrow Agreement, the Advisory Agreement or the M/A Agreement (all as defined herein) or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: under (i) its Certificate Articles of Incorporation, or its By-laws; , or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is boundbound or affected, where such violation or default would have a Material Adverse Effect; , or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (includingforeign, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 2(j) to this Subscription Agreement, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Transaction Documents or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) its Certificate of Incorporation, or its By-laws; or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation or default would have a Material Adverse Effect; or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (includingforeign, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription Agreement, the The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents Documents, the Fund Escrow Agreement, the Advisory Agreement or the M/A Agreement (all as defined herein) or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: under (i) its Certificate Articles of Incorporation, or its By-laws; , or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is boundbound or affected, where such violation or default would have a Material Adverse Effect; , or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (includingforeign, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes a default under any of the foregoing, which in either case would have a Material Adverse Effect.Material

Non-Defaults; Non-Contravention. Except Other than as set forth in or contemplated by the Term Sheet and Schedule 2.10 to this Subscription AgreementK hereto, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents Documents, the M/A Agreement, the Escrow Agreement, the Warrants, the Consulting Agreement or the Agents' UPO (as defined herein) or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) under its Certificate Articles of Incorporation, or its By-laws; , or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation bound or default would have a Material Adverse Effect; affected or (iiiii) with respect to any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effectforeign, and there exists no condition, event or act that constitutes which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effectmaterial adverse effect on the business, financial condition or prospects of the Company.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription AgreementtheTerm Sheet, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents Documents, the Fund Escrow Agreement, the Agent's Warrants or Security Agreement (all as defined herein) or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: under (i) its Certificate Articles of Incorporation, or its By-laws; , or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is boundbound or affected, where such violation or default would have a Material Adverse Effect; , or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (includingforeign, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription Agreement, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) its Certificate of Incorporation, or its By-laws; or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation or default would have a Material Adverse Effect; or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, to the Company's knowledge, including federal and state securities laws and regulations and the rules and regulations of The Nasdaq Stock Market, Inc.),, where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 2(k) to this Subscription AgreementAgreement or as described in the Memorandum, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents or the Fund Escrow Agreement (as defined herein) or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) its Certificate Articles of Incorporation, or its By-laws; or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation or default would have a Material Adverse Effect; or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (includingforeign, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription Agreement, the The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Documents Documents, the Fund Escrow Agreement (as defined herein), the Advisory Agreement (as defined herein) or the Agent's Warrants (as defined herein) or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) under its Certificate Articles of Incorporation, as amended, or its By-laws; , or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation bound or default would have a Material Adverse Effect; affected or (iiiii) with respect to any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effectforeign, and there exists no condition, event or act that constitutes which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 to this Subscription Agreement, the The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, the Escrow Agreement or any of the other Placement Warrants (as described below) (the "Offering Documents Documents") or the consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: of the Company under (i) its Certificate of Incorporation, or its By-laws; or , (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation bound or default would have a Material Adverse Effect; affected or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (includingforeign, to the Company's knowledge, federal and state securities laws and regulations ),except where such violation or default would not have a Material Adverse Effect, and there exists . There is no existing condition, event or act that constitutes which constitutes, nor which after notice, the lapse of time or both, could constitute, a default under any of the foregoing, which in either case foregoing that would have a Material Adverse Effect.

Non-Defaults; Non-Contravention. Except as set forth in or contemplated by Schedule 2.10 2(k) to this Subscription Agreement, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or any of the other Offering Transaction Documents or consummation of the transactions contemplated herein or therein result in a violation of or constitute a default in the performance or observance of any obligation under: (i) its Certificate Articles of Incorporation, or its By-laws; or (ii) any indenture, mortgage, contract, material purchase order or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such violation or default would have a Material Adverse Effect; or (iii) any material order, writ, injunction or decree of any court of any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (includingforeign, to the Company's knowledge, federal and state securities laws and regulations ),where such violation or default would have a Material Adverse Effect, and there exists no condition, event or act that constitutes which constitutes, nor which after notice, the lapse of time or both, could constitute a default under any of the foregoing, which in either case would have a Material Adverse Effect.