Authorization; No Conflict; No Violation Sample Clauses

Authorization; No Conflict; No Violation. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents and the performance of its obligations hereunder and thereunder; (b) the issuance, sale and delivery to the Purchaser of the Shares; and (c) the issuance and delivery of the Preferred Stock Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company’s Board of Directors and shareholders and will not (i) result in a violation of the Company’s Articles of Incorporation, as amended or modified (the “Charter”), or the Company’s Bylaws, as amended or modified (the “Bylaws”), (ii) result in a violation of any applicable law, rule or regulation, or any applicable order, injunction, judgment or decree of any court or other agency of government, except such violations that would not result in a Material Adverse Change, (iii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (iv) result in the creation or imposition of any Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s properties or assets, or (v) require any consent, approval, notification, waiver or other similar action from any third party.
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Authorization; No Conflict; No Violation. (a) The execution and delivery by the Company of this Agreement and each of the other Transaction Documents and the performance of its obligations hereunder and thereunder; (b) the filing of the Restated Articles with the Secretary of State of the State of Nevada or such other appropriate authority or agency in the State of Nevada; (c) the effectuation of the Reverse Split; (d) the issuance, sale and delivery to the Purchaser of the Shares; and (e) the issuance and delivery of the Preferred Stock Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company’s Board of Directors and shareholders (other than items (b), (c) and (d), which are subject to the requisite shareholder approval of the Restated Articles and the Reverse Split) and will not (i) result in a violation of the Company’s Articles of Incorporation, as amended or modified (the “Charter”), or the Company’s Bylaws, as amended or modified (the “Bylaws”), (ii) result in a violation of any applicable law, rule or regulation, or any applicable order, injunction, judgment or decree of any court or other agency of government, except such violations that would not result in a Material Adverse Change, (iii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (iv) result in the creation or imposition of any Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s properties or assets, or (v) require any consent, approval, notification, waiver or other similar action from any third party (other than the requisite shareholder approval of the Restated Articles and the Reverse Split). A true, correct and complete copy of the Bylaws is attached as Exhibit C to this Agreement.
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Authorization; No Conflict; No Violation. The Company’s execution and delivery of each Transaction Document to which it is a party and performance of its obligations thereunder, and the issuance, sale and delivery of the Common Shares, the Option and the Preferred Shares, have been duly authorized by all requisite corporate action and will not (a) result in a violation of the Certificate of Incorporation of the Company filed with the Delaware Secretary of State on June 13, 2005, as amended by (i) the Certificate of Designation of Series D Preferred Stock of the Company, par value US$0.01 per share (the “D Shares”), filed with the Delaware Secretary of State on June 27, 2005, (ii) the Certificate of Designation of Series E Cumulative Convertible Preferred Stock of the Company, par value US$0.01 per share (the “E Shares”), filed with the Delaware Secretary of State on June 27, 2005, (iii) the Certificate of Designation of Series G Convertible Preferred Stock of the Company, par value US$0.01 per share (the “G Shares”), filed with the Delaware Secretary of State on June 27, 2005, as amended and restated in its entirety by that certain Certificate of Amendment filed with the Delaware Secretary of State on December 8, 2009, (iv) the Certificate of Designation of Series H Convertible Preferred Stock of the Company, par value US$0.01 per share (the “H Shares”), filed with the Delaware Secretary of State on June 27, 2005, (v) the Certificate of Ownership and Merger Merging GulfWest Energy Inc., a Texas corporation, into the Company, filed with the Delaware Secretary of State on June 28, 2005, and (vi) the Certificate of Amendment of Certificate of Incorporation of the Company filed with the Delaware Secretary of State on September 15, 2006 (as amended, the “Charter”) or the Company’s Bylaws, as amended to the date of this Agreement (the “Bylaws”), (b) result in a violation of any applicable law, rule or regulation, or any order, injunction, judgment or decree of any court or other agency of government, (c) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound and filed as an exhibit to any of the Company SEC Documents, (d) result in the creation or imposition of any Lien upon the Compa...
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Authorization; No Conflict; No Violation. The Company's execution and delivery of this Agreement and performance of its obligations hereunder, and issuance and delivery of the Warrant Shares have been duly authorized by all requisite corporate action and will not (a) result in a violation of the charter or the Company's bylaws, as amended, (b) result in a violation of any applicable law, rule or regulation, or any material order, injunction, judgment or decree of any court or other agency of government, (c) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (d) result in the creation or imposition of any material lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company's material properties or assets or (e) require any consent, approval, notification, waiver or other similar action from any third party.
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Authorization; No Conflict; No Violation. (a) The execution and delivery of this Agreement and each of the other Transaction Documents by each of the Transaction Parties party thereto, and performance of their respective obligations hereunder or thereunder:
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Authorization; No Conflict; No Violation. The execution and delivery of each Transaction Document by Xxxxx Valley and Eagle and performance of their obligations hereunder and thereunder have been duly authorized by all requisite corporate action and will not: (i) result in a violation of this Agreement or any Transaction Document, (ii) result in a violation of any law, rule or regulation, or any order, injunction, judgment or decree of any court or other agency of government, (iii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, evidence of indebtedness, note, lease or other instrument to which Xxxxx Valley or Eagle or any of their properties or assets is bound, (iv) result in the creation or imposition of any Lien upon Xxxxx Valley, Eagle or any of their properties or assets or (v) require any consent, approval, notification, waiver or other similar action from any third party.
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Authorization; No Conflict; No Violation. App Energy’s execution and delivery of this Agreement and the Transaction Documents and performance of its obligations hereunder and thereunder: (a) have been duly authorized by all requisite action (or entity action), and (b) will not: (i) result in a violation of App Energy’s articles of organization, limited liability company agreement, or similar governing documentation, as applicable, (ii) result in a violation of any law, rule or regulation, or any order, injunction, judgment or decree of any court or other agency of government, (iii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, evidence of indebtedness, note, lease or other instrument to which App Energy or any of its properties or assets is bound, (iv) require any consent, approval, notification, waiver or other similar action from any third party that has not been obtained, or (v) give rise to any Lien upon App Energy or any of its properties or assets, including the Interests.
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Authorization; No Conflict; No Violation. Daybreak’s execution and delivery of this Agreement and the Transaction Documents and performance of its obligations hereunder and thereunder: (a) have been duly authorized by all requisite action (or entity action), and (b) will not: (i) result in a violation of Daybreak’s articles of incorporation, bylaws, or similar governing documentation, as applicable, (ii) result in a violation of any law, rule or regulation, or any order, injunction, judgment or decree of any court or other agency of government, (iii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, evidence of indebtedness, note, lease or other instrument to which Daybreak or any of its properties or assets is bound, (iv) require any consent, approval, notification, waiver or other similar action from any third party that has not been obtained, or (v) give rise to any Lien upon Daybreak or any of its properties or assets, including the Interests.
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Related to Authorization; No Conflict; No Violation

  • Authorization; No Violation Guarantor is authorized to execute, deliver and perform under this Guaranty, which is a valid, binding, and enforceable obligation of Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor's rights generally. The execution, delivery and performance of this Guaranty are not in violation of any applicable law, regulation or ordinance, or any order or ruling of any court or governmental agency applicable to the Guarantor. The Guaranty does not conflict with, or constitute a breach or default under, any agreement to which Guarantor is a party.

  • Authorization; No Conflict Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

  • Authorization; No Conflicts (a) The execution, delivery and performance of this Agreement and the Related Documents to which Seller, the UK Seller or the Company is a party have been duly and validly authorized by the Board of Directors of Seller, the UK Seller and the Company and by all other necessary corporate action on the part of Seller, the UK Seller and the Company. This Agreement constitutes, and when executed and delivered in accordance with this Agreement, each Related Document to which Seller, the UK Seller or the Company is a party will constitute, the legally valid and binding obligation of Seller, the UK Seller or the Company, as the case may be, enforceable against Seller, the UK Seller and the Company, as the case may be, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors’ rights generally and by general principles of equity and public policy. The execution, delivery and performance of this Agreement and each Related Document to which Seller, the UK Seller or the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate the charter documents or bylaws of the Seller, UK Seller or the Company, or (ii) assuming receipt of Approvals listed in Section 4.4(a) of the Seller’s Disclosure Schedule, violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, or trigger any change of control provision contained in, any Material Contract (other than any Material Customer Contract referred to in Section 4.11(a)(vi)(A) hereof), (iii) assuming receipt of the Approvals and Permits listed in Section 4.4(b) of the Seller’s Disclosure Schedule, violate any Law or Order or (iv) result in the imposition of any Encumbrance against the Shares, the Subsidiaries Equity Interests or, except as provided in Section 4.4(a) of the Seller’s Disclosure Schedule, the Investments or any Encumbrance against any other assets of the Company or the Subsidiaries, except, in the case of the Shares, the Subsidiaries Equity Interests or the Investments, Encumbrances set forth in clauses (iv) and (v) of the definition of Permitted Encumbrances, and in all other cases, Permitted Encumbrances.

  • No Conflict; No Default Neither the execution, delivery and performance of this agreement nor the consummation by the party of the transactions contemplated in this agreement will conflict with, violate or result in a breach of (a) any law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, applicable to such party, (b) any term, condition or provision of the articles of incorporation, certificate of limited partnership, certificate of organization, bylaws, partnership agreement or limited liability company agreement (or other governing documents) of such party or of any material agreement or instrument to which such party is or may be bound or to which any of its material properties or assets is subject.

  • No Conflicts and No Violation The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

  • Authorization; No Breach (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

  • No Conflict or Violation The execution, delivery and performance of this Disaffiliation Agreement or any document related hereto by Local Church and the consummation by Local Church of all of the transactions contemplated hereby or thereby, will not (with or without the giving of notice or the lapse of time or both): (a) violate or require any consent or approval under any applicable provision of any order, writ, injunction, decree, rule, regulation or law; (b) require any consent under, conflict with, result in termination of, accelerate the performance required by, result in a breach of, constitute a default under, or otherwise violate the terms of any leases, promissory notes, loans, agreements, instruments, obligations, contributions, gifts or endowments to which Local Church or a Subsidiary is a party or is beneficiary; (c) require any consent or approval by, notice to or registration with any governmental authority or any other person or entity; (d) violate any organizational documents or bylaws of Local Church; or (e) result in the creation or imposition of any lien or encumbrance upon any of the assets of the Local Church or accelerate any indebtedness of the Local Church, or result in the cancellation, modification, revocation or suspension of any of the licenses, permits, governmental authorizations or accreditations held by the Local Church.

  • Governmental Filings; No Violations (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational or transnational governmental, competition or regulatory authority, court, arbitral tribunal, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

  • No Conflict with OFAC Laws Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

  • No Conflict; Governmental Consents (a) The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Articles of Incorporation or Bylaws of the Company, and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company.

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