Common use of Compliance; Permits; Restrictions Clause in Contracts

Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries are, and since January 1, 2014 have been, in compliance in all material respects with all applicable Laws. No investigation, claim, suit, proceeding, audit or other action by any Governmental Body is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of material property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Synlogic, Inc.)

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Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries areGroup is, and since January 1December 31, 2014 have 2019 has been, in compliance in all material respects with all applicable Laws, except for any noncompliance, either individually or in the aggregate, which would not be material to the Company Group. No As of the date of this Agreement, no investigation, claim, suit, proceeding, audit or other action by any Governmental Body is pending or, to the Knowledge of the Company, threatened in writing against the Company or any Group. As of its Subsidiaries. There the date of this Agreement, there is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries Group which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its SubsidiariesGroup, any acquisition of material property by the Company or any of its Subsidiaries Group or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, Inc.)

Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries are, and since January 1, 2014 2021 have been, in material compliance in all material respects with all applicable Laws. No investigation, claim, suit, proceeding, audit audit, Order, or other Legal Proceeding or action by any Governmental Body Authority is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. There is no agreement, judgment, injunction, order agreement or decree Order binding upon the Company or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of material property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an a material adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Support Agreement (Vascular Biogenics Ltd.)

Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries areis, and since January 1, 2014 have the Company’s incorporation has been, in compliance in all material respects with all applicable Laws, including the regulations adopted thereunder, and any other similar Law administered or promulgated by a Drug Regulatory Agency, except for any noncompliance, either individually or in the aggregate, which would not be material to the Company. No investigation, claim, suit, proceeding, audit or other action by any Governmental Body is pending or, to the Knowledge of the Company, threatened against the Company or any of its SubsidiariesCompany. There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its SubsidiariesCompany, any acquisition of material property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.)

Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries are, and since January 1, 2014 2019 have been, in compliance in all material respects with all applicable Laws. No investigation, claim, suit, proceeding, audit audit, Order, or other action by any Governmental Body Authority is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. There is no agreement, judgment, injunction, order agreement or decree Order binding upon the Company or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of material property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Gemini Therapeutics, Inc. /DE)

Compliance; Permits; Restrictions. (a) The Company is, and each of its Subsidiaries are, and since January July 1, 2014 2020, have been, in material compliance in all material respects with all applicable Laws. No investigation, claim, suit, proceeding, audit audit, Order, or other Legal Proceeding or action by any Governmental Body Authority is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. There To the Knowledge of the Company, there is no agreement, judgment, injunction, order agreement or decree Order binding upon the Company or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of material property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.)

Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries are, and since January 1, 2014 the Relevant Date have been, in compliance in all material respects with all applicable Laws. No investigation, claim, suit, proceeding, audit or other action by any Governmental Body is pending oris, to the Knowledge of the Company, pending or threatened against the Company or any of its Subsidiaries. There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of material property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is would be reasonably likely to have an adverse effect on the Company’s or its Subsidiaries’ ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is would be reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seachange International Inc)

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Compliance; Permits; Restrictions. (a) The Company Nobul and each of its Subsidiaries are, and since January 1, 2014 2022 have been, in material compliance in all material respects with all applicable Laws. No investigation, claim, suit, proceeding, audit audit, Order, or other Legal Proceeding or action by any Governmental Body Authority is pending or, to the Knowledge of the CompanyNobul, threatened against the Company Nobul or any of its Subsidiaries. There is no agreement, judgment, injunction, order agreement or decree Order binding upon the Company Nobul or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company Nobul or any of its Subsidiaries, any acquisition of material property by the Company Nobul or any of its Subsidiaries or the conduct of business by the Company Nobul or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an a material adverse effect on the CompanyNobul’s ability to comply with or perform any covenant or obligation under this Agreement, Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Business Combination Agreement (Check-Cap LTD)

Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries areis and, and since January 1, 2014 have been2017, has been in compliance in all material respects with all Legal Requirements applicable Lawsto the Company, and, since January 1, 2017, has not received any written notice alleging any violation with respect to any Legal Requirements, except as, individually or in the aggregate, has not had, and would not be reasonably likely to have, a Company Material Adverse Effect. No investigation, claim, suit, proceeding, audit or other action by any Governmental Body is pending or, to the Knowledge of the Company, threatened against the Company or any of its SubsidiariesCompany. There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its SubsidiariesCompany, any acquisition of material property by the Company or any of its Subsidiaries Company, or the conduct of business by the Company or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cancer Genetics, Inc)

Compliance; Permits; Restrictions. (a) The Company and each of its Subsidiaries Company Subsidiary are, and since January 1, 2014 2020 have been, in compliance in all material respects with all applicable LawsLegal Requirements. No investigation, claim, suit, proceeding, audit audit, action or other action Legal Proceeding by any Governmental Body is pending or, to the Knowledge of the Company, threatened against the Company or any of its SubsidiariesCompany Subsidiary. There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries Company Subsidiary which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its SubsidiariesCompany Subsidiary, any acquisition of material property by the Company or any of its Subsidiaries Company Subsidiary or the conduct of business by the Company or any of its Subsidiaries Company Subsidiary as currently conducted, (ii) is reasonably likely to have an a material adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.)

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