No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Sangamo Therapeutics, Inc), Purchase Agreement (Deluxe Corp), Purchase Agreement (Deluxe Corp)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Royalty Pharma PLC), Underwriting Agreement (Freeline Therapeutics Holdings PLC), Open Market Sale Agreement (Freeline Therapeutics Holdings PLC)
No Violation or Default. Neither the Company Purchaser nor any of its Subsidiaries is (ia) in violation of its charter or by-laws bylaws or similar organizational documents; (iib) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Purchaser or any of its Subsidiaries is a party or by which the Company Purchaser or any of its Subsidiaries is bound or to which any property, right or asset of the property or assets of the Company Purchaser or any of its Subsidiaries is subject; or (iiic) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of clauses (iib) and (iiic) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.
Appears in 3 contracts
Sources: Investment Agreement (Root, Inc.), Investment Agreement (Brookfield Asset Management Inc.), Investment Agreement (American Equity Investment Life Holding Co)
No Violation or Default. Neither None of the Company nor or any of its the Significant Subsidiaries is (i) in violation of any provision of its charter or by-laws bylaws or similar organizational comparable constituting documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries it is a party or by which the Company or any of its Subsidiaries is bound or to which any of the its property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law statute, law, rule, regulation, judgment, order or statute decree applicable to the Company or any judgment, order, rule or regulation of the Significant Subsidiaries of any court or court, regulatory body, administrative agency, governmental body, arbitrator or governmental other authority having jurisdiction over the Company or regulatory authoritysuch Significant Subsidiary or any of its properties, exceptas applicable, except for, in the case of clauses (ii) and (iii) above), for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Fidelity National Financial, Inc.), Underwriting Agreement (F&G Annuities & Life, Inc.), Underwriting Agreement (F&G Annuities & Life, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or of any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Placement Agency Agreement (Apex Silver Mines LTD), Placement Agency Agreement (Apex Silver Mines LTD), Placement Agency Agreement (Kadant Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or bymemorandum of association, bye-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement, Underwriting Agreement (Urovant Sciences Ltd.), Open Market Sale Agreement (Urovant Sciences Ltd.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or memorandum and articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Cambium Networks Corp), Underwriting Agreement (Cambium Networks Corp), Underwriting Agreement (Cambium Networks Corp)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its articles of association, charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, authority having jurisdiction over the Company or any of its subsidiaries except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Sales Agreement (Nano-X Imaging Ltd.), Underwriting Agreement (Nano-X Imaging Ltd.), Underwriting Agreement (Nano-X Imaging Ltd.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over it or its property or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (ProFrac Holding Corp.), Underwriting Agreement (ProFrac Holding Corp.), Underwriting Agreement (ProFrac Holding Corp.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Sales Agreement (CytomX Therapeutics, Inc.), Sales Agreement (Relypsa Inc), Sales Agreement (Relypsa Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Kodiak Sciences Inc.), Underwriting Agreement (Kodiak Sciences Inc.), Underwriting Agreement (Kodiak Sciences Inc.)
No Violation or Default. Neither None of the Company Parties nor any of its Subsidiaries their subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the any Company Party or any of its Subsidiaries their subsidiaries is a party or by which the any Company Party or any of its Subsidiaries their subsidiaries is bound or to which any of the property or assets asset of the any Company Party or any of its Subsidiaries their subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company Parties and their subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be by expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (SOLV Energy, Inc.), Underwriting Agreement (SOLV Energy, Inc.), Underwriting Agreement (SOLV Energy, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries significant subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries significant subsidiaries is a party or by which the Company or any of its Subsidiaries significant subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries significant subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Horace Mann Educators Corp /De/), Underwriting Agreement (Horace Mann Educators Corp /De/), Underwriting Agreement (Horace Mann Educators Corp /De/)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-by laws or similar organizational documents; (ii) in default, and to the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or of governmental or regulatory authorityauthority having jurisdiction over the Company or any of its assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation violation, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Acushnet Holdings Corp.), Underwriting Agreement (Acushnet Holdings Corp.)
No Violation or Default. Neither the Company nor any of its Material Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries is bound or to which any of the property or assets of the Company or any of its Material Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default, prospective default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Take Two Interactive Software Inc), Underwriting Agreement (Take Two Interactive Software Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (InflaRx N.V.), Underwriting Agreement (Fireman B.V.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is subsidiaries is: (i) in violation of its charter or articles of association, by-laws or similar organizational documents; (ii) except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant covenant, condition or condition other obligation contained in any indenture, mortgage, deed of trust, loan agreement agreement, contract, undertaking or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property property, right or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (JP Outfitters, Inc.), Underwriting Agreement (JP Outfitters, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation or default of its charter or respective articles of association, charter, by-laws or similar organizational documents; (ii) in breach of or otherwise in default, and no event has occurred thatwhich, with notice or lapse of time or both, would constitute such a default, in the due performance default or observance breach of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation breach of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default or breach of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Innocoll AG), Underwriting Agreement (Innocoll Holdings PLC)
No Violation or Default. Neither To the Company’s knowledge, neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute applicable to the Company or any subsidiary or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Global Ship Lease, Inc.), Underwriting Agreement (Global Ship Lease, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any applicable judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Newpark Resources Inc), Underwriting Agreement (Newpark Resources Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter Certificate of Incorporation or byBy-laws Laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Series C 1 Preferred Stock Purchase Agreement (Omneon Video Networks, Inc.), Common Stock Purchase Agreement (Omneon Video Networks, Inc.)
No Violation or Default. Neither the Company Issuer nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Issuer or any of its Subsidiaries subsidiaries is a party or by which the Company Issuer or any of its Subsidiaries subsidiaries is bound or to which any property or asset of the property or assets of the Company Issuer or any of its Subsidiaries subsidiaries is subjectsubject (including, without limitation, the Base Indenture and the Existing Securities); or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (Builders FirstSource, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, default and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (SPX Corp), Underwriting Agreement (SPX Corp)
No Violation or Default. Neither the Company Group, any of its subsidiaries nor any of its Subsidiaries the JVs is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Group, any of its subsidiaries or any of its Subsidiaries the JVs is a party or by which the Company Group, any of its subsidiaries or any of its Subsidiaries the JVs is bound or to which any of the property or assets asset of the Company Group, any of its subsidiaries or any of its Subsidiaries the JVs is subject; or (iii) in violation of any law or statute applicable to the Company Group, any of its subsidiaries or any of the JVs or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company Group, any of its subsidiaries or any of the JVs, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Lumexa Imaging Holdings, Inc.), Underwriting Agreement (Lumexa Imaging Holdings, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant covenant, or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule rule, or regulation of any court or arbitrator court, arbitrator, or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Lone Pine Resources Inc.), Underwriting Agreement (Lone Pine Resources Inc.)
No Violation or Default. Neither the Company nor any of its the Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its the Subsidiaries is a party or by which the Company or any of its the Subsidiaries is bound or to which any of the property or assets of the Company or any of its the Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Gold Reserve Inc), Underwriting Agreement (Gold Reserve Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, lease, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator arbitrator, administrative agency or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Clearwire Corp /DE), Sales Agreement (Clearwire Corp /DE)
No Violation or Default. Neither the Company nor any of its Subsidiaries significant subsidiaries, as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”) is (i) in violation of its respective charter or by-laws bylaws or similar organizational documents, as the case may be; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation applicable to the Company or any subsidiary of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Gaming & Leisure Properties, Inc.), Underwriting Agreement (Gaming & Leisure Properties, Inc.)
No Violation or Default. Neither None of the Company Company, the Issuers, the Guarantors nor any of its Subsidiaries their respective subsidiaries is (i) in violation of its charter or by-laws bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Company, the Issuers, the Guarantors or any of its Subsidiaries their respective subsidiaries is a party or by which the Company Company, the Issuers, the Guarantors or any of its Subsidiaries their respective subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries them is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
No Violation or Default. Neither the Company Issuer nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Issuer or any of its Subsidiaries subsidiaries is a party or by which the Company Issuer or any of its Subsidiaries subsidiaries is bound or to which any property or asset of the property or assets of the Company Issuer or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Builders FirstSource, Inc.), Purchase Agreement (Builders FirstSource, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Green Dot Corp), Underwriting Agreement (Green Dot Corp)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Sales Agreement (iTeos Therapeutics, Inc.), Underwriting Agreement (iTeos Therapeutics, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries, is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Spark Therapeutics, Inc.), Underwriting Agreement (Spark Therapeutics, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property properties or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or court, arbitrator or governmental or regulatory authorityauthority having jurisdiction over it or its property or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Nine Energy Service, Inc.), Underwriting Agreement (Nine Energy Service, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its articles or memorandum of association, charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Stratasys Ltd.), Underwriting Agreement (Objet LTD)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority applicable to the Company or its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Myriad Genetics Inc), Underwriting Agreement (Myriad Genetics Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Company Stock Purchase Agreement (Tracinda Corp), Company Stock Purchase Agreement (Delta Petroleum Corp/Co)
No Violation or Default. Neither the Company nor any of its Subsidiaries the Group Entities is (i) in violation of its charter or memorandum and articles of association, charter, by-laws laws, business license or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries the Group Entities is a party or by which the Company or any of its Subsidiaries the Group Entities is bound or to which any of the property or assets of the Company or any of its Subsidiaries the Group Entities is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (NetQin Mobile Inc.), Underwriting Agreement (Ambow Education Holding Ltd.)
No Violation or Default. Neither the No Company nor any of its Subsidiaries Entity is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the any Company or any of its Subsidiaries Entity is a party or by which the any Company or any of its Subsidiaries Entity is bound or to which any of the property or assets asset of the any Company or any of its Subsidiaries Entity is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over any Company Entity or any property or asset of any Company Entity, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its articles of association, charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or its subsidiaries, as applicable, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property property, right or assets asset of the Company or any of its Subsidiaries subsidiaries s is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (iii) and (iii) aboveof this sentence, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase Agreement (Gartner Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in defaultdefault in any material respect, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation in any material respect of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries significant subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries significant subsidiaries is a party or by which the Company or any of its Subsidiaries significant subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries significant subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Intuit Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries significant subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries significant subsidiaries is a party or by which the Company or any of its Subsidiaries significant subsidiaries is bound or to which any of the property property, right or assets asset of the Company or any of its Subsidiaries significant subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property property, right or assets asset of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Rli Corp)
No Violation or Default. Neither the Company nor any of its the Designated Subsidiaries is (i) in violation of its respective charter or by-laws or similar other organizational documents; , (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any Designated Subsidiary of its Subsidiaries the Company is a party or by which the Company or any Designated Subsidiary of its Subsidiaries the Company is bound or to which any of the property property, right or assets asset of the Company or any Designated Subsidiary of its Subsidiaries the Company is subject; , or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, except for such defaults and violations in the case of these clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have, and would not reasonably be expected to have have, a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Lender Processing Services, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default default, violation or violation event that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Aleris Corp)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation or default of its charter or respective articles of association, charter, by-laws or similar organizational documents; (ii) in breach of or otherwise in default, and no event has occurred thatwhich, with notice or lapse of time or both, would constitute such a default, in the due performance default or observance breach of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) breach of or otherwise in violation default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default or breach of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority (each, a “Governmental Entity”), except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Septerna, Inc.)
No Violation or Default. Neither the Company Omneon nor any of its Subsidiaries is (i) in violation of its charter Certificate of Incorporation or byBy-laws Laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Omneon or any of its Subsidiaries is a party or by which the Company Omneon or any of its Subsidiaries is bound or to which any of the property or assets of the Company Omneon or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) except as set forth in the Time of Sale Information and the Offering Memorandum, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, including the Mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Portland General Electric Co /Or/)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documentsCharter Documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any applicable material law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Subsidiaries, except, in as the case of clauses (ii) and (iii) abovemay be, except for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws articles of association or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither Except as set forth in the Registration Statement or Prospectus, neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any material term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries Principal Subsidiary is (i) in violation of its charter articles of incorporation or by-laws or similar other organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries Principal Subsidiary is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries Principal Subsidiary is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or its Principal Subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the The Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (American Integrity Insurance Group, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a defaultdefault by the Company or any of its subsidiaries, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its the Significant Subsidiaries is (i) in violation of its charter or by-laws estatutos sociales or similar organizational constitutive documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its the Significant Subsidiaries is a party or by which the Company or any of its the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its the Significant Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or arbitrator, governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Grupo Aval Acciones Y Valores S.A.)
No Violation or Default. Neither the Company nor any of its Subsidiaries Subsidiary is (i) in violation of its charter or by-laws or similar organizational documents; (ii) to the knowledge of the Company, in default, and and, no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of its Subsidiaries Subsidiary is bound or to which any of the property or assets of the Company or any of its Subsidiaries Subsidiary is subject; or (iii) to the knowledge of the Company, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No event of default or default with notice and/or lapse of time that would constitute an event of default in respect of the Original Shares has occurred or is continuing.
Appears in 1 contract
Sources: Underwriting Agreement (Granite Point Mortgage Trust Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is in (i) in violation of its charter certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or by-laws or similar other equivalent organizational documents; , (ii) in default, and no breach or default (or an event has occurred thatwhich, with notice or lapse of time or both, would constitute such a default, an event) in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its Subsidiaries it is a party or by which the Company it or any of its Subsidiaries is properties may be bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator governmental agency or governmental body having jurisdiction over the Company or regulatory authorityany of its subsidiaries or any of their properties and assets, exceptexcept for, in the case of with respect to clauses (ii) and (iii) above), for any such violation, breach or default that has not had, or violation that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither As of the date hereof, neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notcould not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Open Market Sale Agreement (Oric Pharmaceuticals, Inc.)
No Violation or Default. Neither None of the Company nor any of or its Subsidiaries subsidiaries is (i) in violation of its charter certificate of incorporation or by-laws bylaws (or similar organizational documents; document), (ii) in default, and no event has occurred that, with notice breach or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any statute, judgment, decree, order, rule or regulation applicable to any of them or any court of their respective properties or arbitrator or governmental or regulatory authorityassets, except, in the case of clauses (ii) and (iii) above, except for any such default breach or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, or (iii) in breach of or default under (nor has any event occurred that, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate, contract or other agreement or instrument to which any of them is a party or to which any of them or their respective properties or assets is subject (collectively, “Contracts”), except for any such breach, default, violation or event that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Significant Subsidiaries is (i) in violation of its the Restated Articles of Incorporation, as amended, or the Restated Bylaws of the Company, or the charter or by-laws or similar organizational documents; bylaws of such Significant Subsidiaries, as applicable, (ii) in default, and no event has occurred thatdefault (or, with the giving of notice or lapse of time or both, would constitute such a be in default, ) in the due performance or observance of any termobligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, deed of trust, loan agreement trust or other agreement or instrument to which the Company or any of its Subsidiaries it is a party or by which the Company it or any of its Subsidiaries is properties may be bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law statute, law, rule, regulation, judgment, order or statute decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the the Company or any judgmentof the Significant Subsidiaries, orderexcept where, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case for purposes of clauses (ii) and (iii) above), for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its articles of association, charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither None of the Company nor or any of its Subsidiaries is subsidiaries are (i) in violation of its charter their respective charters or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is subsidiaries are a party or by which the Company or any of its Subsidiaries is subsidiaries are bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation applicable to the Company or any of its subsidiaries of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws articles of association or similar organizational documents; , (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; , or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii(ii) and (iii(iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Sales Agreement (InflaRx N.V.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or of any of its Subsidiaries is subject; or (iii) to the Company's knowledge, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Placement Agency Agreement (Ariad Pharmaceuticals Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents, including all amendments and restatements thereto (together, the "Organizational Documents"); (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or party, by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subjectsubject (except as disclosed in the Registration Statement); or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Obagi Medical Products, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property property, right or assets asset of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter respective certificate of incorporation or by-laws or similar organizational documentsbylaws; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority applicable to the Company, any of its Subsidiaries or their respective businesses and properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (Sana Biotechnology, Inc.)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws by‑laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityGovernmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority (including, without limitation, the NYSE), except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Overseas Shipholding Group Inc)
No Violation or Default. Neither the Company nor any of its Subsidiaries is subsidiaries is: (i) in violation of its charter or articles of incorporation, by-laws or similar organizational documents; (ii) except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant covenant, condition or condition other obligation contained in any indenture, mortgage, deed of trust, loan agreement agreement, contract, undertaking or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property property, right or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company Parent nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar constitutional or organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which the Company Parent or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company Parent or any of its Subsidiaries subsidiaries is subject; or (iii) to the Company’s and each Guarantor’s knowledge, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, except in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company Clearwire nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, lease, deed of trust, loan agreement or other agreement or instrument to which the Company Clearwire or any of its Subsidiaries subsidiaries is a party or by which the Company Clearwire or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company Clearwire or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator arbitrator, administrative agency or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the None of Company nor or any of its Subsidiaries subsidiaries (A) is (i) in violation of its charter charter, certificate of formation, bylaws, limited partnership agreement or by-laws limited liability company agreement (or similar organizational documents; ), (iiB) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a defaultdefault or breach, in the due performance or observance of any term, covenant covenant, condition or condition other obligation contained in any indenture, mortgage, deed of trust, loan agreement agreement, license, lease or other agreement or instrument to which the Company or any of its Subsidiaries it is a party or by which the Company or any of its Subsidiaries it is bound or to which any of its properties or assets is subject, or would result in the imposition of any Lien upon any property or assets of the Company or any of its Subsidiaries is subject; subsidiaries, or (iiiC) is in violation of any law or statute or judgment or any judgmentorder, orderdecree, rule or regulation of any court or arbitrator or governmental or regulatory authorityagency or body having jurisdiction over it or its property or assets or has failed to obtain any license, exceptpermit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (iiB) and (iii) aboveC), for to the extent any such conflict, breach, violation or default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company Parent nor any of its Subsidiaries subsidiaries, or to the knowledge of the Company, Complete or any of its subsidiaries, is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Parent or any of its Subsidiaries subsidiaries, or to the knowledge of the Company, Complete or any of its subsidiaries, is a party or by which the Company Parent or any of its Subsidiaries subsidiaries, or, to the knowledge of the Company, Complete or any of its subsidiaries, is bound or to which any of the property properties, rights or assets of the Company Parent or any of its Subsidiaries subsidiaries, or the knowledge of the Company, Complete or any of its subsidiaries, is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Material Subsidiaries is (i) in violation of its charter articles or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries is bound or to which any of the property or assets of the Company or any of its Material Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its Material Subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its articles of association, charter or by-laws or similar other organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, authority having jurisdiction over the Company or any of its subsidiaries except, in the case of clauses (ii) and (iii) above, for any such default or violation that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Sales Agreement (PolyPid Ltd.)
No Violation or Default. Neither The Company is not in violation of its charter or bylaws or similar organizational documents; and neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property property, right or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iiiii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company, except, in the case of clauses (iii) and (iiiii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Hewlett Packard Enterprise Co)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or applicable law, statute administrative regulation, ordinance or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (HeartWare International, Inc.)
No Violation or Default. Neither None of the Company nor or any of its Significant Subsidiaries is (i) in violation of its charter articles of incorporation or by-laws bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiary is (i) in violation of its charter articles of association, certificate of incorporation or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiary is a party or by which the Company or any of its Subsidiaries subsidiary is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiary is subject; or (iii) in violation of any law or statute applicable to the Company or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or its subsidiary, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries Affiliated Entities is (i) in violation of its charter or charter, by-laws laws, articles of association, business license (as one of the basic organization documents in the case of an entity incorporated in the PRC) or other similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any obligation, agreement, term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Company or any of its Subsidiaries Affiliated Entities is a party or by which the Company or any of its Subsidiaries Affiliated Entities is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries Affiliated Entities is subject; or (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority or body, foreign or domestic, having jurisdiction over the Company or any of its Affiliated Entities, except, in the each case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiary is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiary is a party or by which the Company or any of its Subsidiaries subsidiary is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiary is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental authority, regulatory authority or self-regulatory authorityorganization (including the OTC Markets Group (the “OTCMG”)), except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Placement Agency Agreement (Prime Meridian Holding Co)
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Company, or any of its Subsidiaries subsidiaries is a party or by which the Company Company, or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) except with respect to matters pertaining to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which is expressly covered in clause (oo) below, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or court, arbitrator or governmental or regulatory authorityauthority having jurisdiction over it or its property or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiaries is (i) in violation of its charter or by-laws articles of association or similar organizational documents; , (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries subsidiaries is subject; , or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii(ii) and (iii(iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries subsidiary is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries subsidiary is a party or by which the Company or any of its Subsidiaries subsidiary is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiary is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company and its subsidiary or any of their respective properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets asset of the Company or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Frequency Therapeutics, Inc.)