Common use of No Violation or Default Clause in Contracts

No Violation or Default. The Company is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws or any other internal governance instruments of the Company, (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 14 contracts

Sources: Underwriting Agreement (Roth CH Acquisition v Co.), Underwriting Agreement (Roth CH Acquisition v Co.), Underwriting Agreement (Roth CH Acquisition v Co.)

No Violation or Default. The Neither the Company nor any of its Material Subsidiaries is not in violation of any of its certificate of incorporation or by-laws or similar organizational documents. Neither the Company nor any of its subsidiaries is (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws or any other internal governance instruments of the Company, (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property properties or assets is subject or (iiiii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to regulation of any court or arbitrator or governmental or regulatory authority, which it default or its property violation under clause (i) or assets may be subject except, in the case of clauses (ii) and (iii) aboveabove would have, for any such violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 9 contracts

Sources: Underwriting Agreement (Brighthouse Financial, Inc.), Underwriting Agreement (Brighthouse Financial, Inc.), Underwriting Agreement (Brighthouse Financial, Inc.)

No Violation or Default. The Neither the Company nor any of its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 9 contracts

Sources: Underwriting Agreement (AerSale Corp), Underwriting Agreement (AerSale Corp), Underwriting Agreement (Clearfield, Inc.)

No Violation or Default. The Neither the Company nor its subsidiary is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or its subsidiary is a party or by which it the Company or its subsidiary is bound or to which any of its the property or assets of the Company or its subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 8 contracts

Sources: Underwriting Agreement (Sage Therapeutics, Inc.), Underwriting Agreement (Q2 Holdings, Inc.), Underwriting Agreement (Q2 Holdings, Inc.)

No Violation or Default. The Neither the Company nor any of its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly singly or in the aggregate, have a Material Adverse Effect.

Appears in 8 contracts

Sources: Underwriting Agreement (Avidity Biosciences, Inc.), Common Stock Sales Agreement (Avidity Biosciences, Inc.), Underwriting Agreement (Avidity Biosciences, Inc.)

No Violation or Default. The Neither the Company nor any of its Subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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 under any indenture, mortgage, deed of trust, loan agreement, lease agreement or other agreement or instrument to which it the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound or to which any of its the property or assets is subject of the Company or any of its Subsidiaries are subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.

Appears in 7 contracts

Sources: Open Market Sale Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Protagonist Therapeutics, Inc), Underwriting Agreement (Protagonist Therapeutics, Inc)

No Violation or Default. The Company is not (i) in violation of its Amended Memorandum and Restated Certificate Articles of Incorporation, bylaws Association or any other internal governance instruments of the Company, (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Sources: Underwriting Agreement (Timber Road Acquisition Corp), Underwriting Agreement (Jackson Acquisition Co II), Underwriting Agreement (Jackson Acquisition Co II)

No Violation or Default. The Neither the Company is not nor its subsidiary are (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or its subsidiary is a party or by which it the Company or its subsidiary is bound or to which any of its property or assets asset of the Company or its subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Sources: Underwriting Agreement (Relay Therapeutics, Inc.), Underwriting Agreement (Relay Therapeutics, Inc.), Sales Agreement (Relay Therapeutics, Inc.)

No Violation or Default. The Neither the Company nor its subsidiary is not (i) in violation of its Amended and Restated Certificate of Incorporation, charter or bylaws or any other internal governance instruments of the Company, similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or its subsidiary is a party or by which it the Company or its subsidiary is bound or to which any of its property or assets asset of the Company or its subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Sources: Underwriting Agreement (AEON Biopharma, Inc.), Underwriting Agreement (Plus Therapeutics, Inc.), Underwriting Agreement (Plus Therapeutics, Inc.)

No Violation or Default. The Neither the Company nor the Bank is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or the Bank is a party or by which it the Company or the Bank is bound or to which any of its the property or assets of the Company or the Bank is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental authority, regulatory authority or self-regulatory organization, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Placement Agency Agreement (BayFirst Financial Corp.), Placement Agency Agreement (BayFirst Financial Corp.)

No Violation or Default. The Neither the Company nor any of its Subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other material agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be is subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Open Market Sale Agreement (BigBear.ai Holdings, Inc.), Open Market Sale Agreement (BigBear.ai Holdings, Inc.)

No Violation or Default. The Neither the Company nor its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or a subsidiary is a party or by which it the Company or a subsidiary is bound or to which any of its property or assets asset of the Company or a subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Open Market Sale Agreement (Atea Pharmaceuticals, Inc.), Open Market Sale Agreement (Atea Pharmaceuticals, Inc.)

No Violation or Default. The Neither the Company nor its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject subject, or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Interactive Strength, Inc.), Underwriting Agreement (Interactive Strength, Inc.)

No Violation or Default. The Neither the Company nor its subsidiary is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or its subsidiary is a party or by which it the Company or its subsidiary is bound or to which any of its property or assets asset of the Company or its subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Enanta Pharmaceuticals Inc), Open Market Sale Agreement (Enanta Pharmaceuticals Inc)

No Violation or Default. The Neither the Company nor its subsidiary is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or its subsidiary is a party or by which it the Company or its subsidiary is bound or to which any of its property or assets asset of the Company or its subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Tru Shrimp Companies, Inc.), Underwriting Agreement (Atea Pharmaceuticals, Inc.)

No Violation or Default. The Neither the Company nor any of its Subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or bylaws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (NeoVolta Inc.), Underwriting Agreement (SurgePays, Inc.)

No Violation or Default. The Neither the Company nor any of its subsidiaries is not (ia) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (iib) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iiic) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (iib) and (iiic) above, for any such violation or default that would notcould not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Streamex Corp.), Underwriting Agreement (Realloys Inc.)

No Violation or Default. The Neither the Company nor its subsidiary is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or its subsidiary is a party or by which it the Company or its subsidiary is bound or to which any of its the property or assets of the Company or its subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (BG Medicine, Inc.), Underwriting Agreement (BG Medicine, Inc.)

No Violation or Default. The Neither the Company nor LITSA is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company or LITSA is a party or by which it the Company or LITSA is bound or to which any of its the property or assets of the Company or LITSA is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Lexmark International Inc /Ky/), Underwriting Agreement (Lexmark International Inc /Ky/)

No Violation or Default. The Company is not (i) in violation of its Amended and Restated Certificate Memorandum and Articles of Incorporation, bylaws Association or any other internal governance instruments of the Company, (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Andina Acquisition Corp. III), Underwriting Agreement (Andina Acquisition Corp. III)

No Violation or Default. The Company is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would notnot reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (908 Devices Inc.), Underwriting Agreement (908 Devices Inc.)

No Violation or Default. The Neither the Company nor any of its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Emcore Corp), Underwriting Agreement (Emcore Corp)

No Violation or Default. The Company is not (i) in violation of its Amended Memorandum and Restated Certificate Articles of Incorporation, bylaws Association or any other internal governance instruments of the Company, (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject subject, except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (INFINT Acquisition Corp 2)

No Violation or Default. The Neither the Company nor any of its Subsidiaries is not (ia) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (iib) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iiic) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (iib) and (iiic) above, for any such violation or default that would notnot reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Sources: Sales Agreement (Bakkt Holdings, Inc.)

No Violation or Default. The Neither the Company nor any of its Subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject subject, or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (YogaWorks, Inc.)

No Violation or Default. The Neither the Company nor any of its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other material agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and clause (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Asure Software Inc)

No Violation or Default. The Company is not (i) in violation of its Amended certificate of incorporation, as amended, or its by-laws, as amended and Restated Certificate of Incorporation, bylaws or any other internal governance instruments of the Company, restated; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company is a party or by which it the Company is bound or to which any of its the property or assets of the Company is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, singularly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it is a party is in default in any respect thereunder where such default would be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: At the Market Offering Agreement (Celsion CORP)

No Violation or Default. The Neither the Company nor any of its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject subject, or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (SuperCom LTD)

No Violation or Default. The Company is not (i) in violation of its Amended certificate of incorporation, as amended, or its by-laws, as amended and Restated Certificate of Incorporation, bylaws or any other internal governance instruments of the Company, restated; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company is a party or by which it the Company is bound or to which any of its the property or assets of the Company is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, singularly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.

Appears in 1 contract

Sources: Capital on Demand Sales Agreement (Celsion CORP)

No Violation or Default. The Company is not (i) in violation of its Amended certificate of incorporation, as amended, or its by-laws, as amended and Restated Certificate of Incorporation, bylaws or any other internal governance instruments of the Company, restated; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease agreement or other agreement or instrument to which it the Company is a party or by which it the Company is bound or to which any of its the property or assets of the Company is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, singularly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company's knowledge, no other party under any material contract or other agreement to which it is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.

Appears in 1 contract

Sources: Sales Agreement (Celsion CORP)

No Violation or Default. The Neither the Company nor any of its subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other material agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be is subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (BigBear.ai Holdings, Inc.)

No Violation or Default. The Neither the Company nor its subsidiary is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws or similar organizational documents; (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease or other agreement or instrument to which it the Company or its subsidiary is a party or by which it the Company or its subsidiary is bound or to which any of its the property or assets of the Company or its subsidiary is subject subject; or (iii) in violation in any respect of any lawlaw or statute or any judgment, ordinance, governmental rule, regulation or court order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Continental Resources Inc)

No Violation or Default. The None of the Company is not or any of its subsidiaries (i) is in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Companyby-laws (or similar organizational documents), (ii) is in default in any respectdefault, and no event has occurred whichthat, with notice or lapse of time or both, would reasonably be expected to constitute such a default, in the due performance or observance of any term, covenant covenant, condition or condition other obligation contained in any material indenture, mortgage, deed of trust, loan agreement, lease license or other agreement or instrument to which it is a party or by which it is bound or to which any of its property properties or assets is subject or (iii) is in violation in any respect of any law, ordinance, governmental rule, regulation statute or court any order, decree rule or judgment to which regulation of any court or governmental agency or body having jurisdiction over it or its property or assets may be subject exceptassets, except in the case of clauses (ii) and clause (iii) above), for to the extent any such violation or default that would not, singularly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (WESTMORELAND COAL Co)

No Violation or Default. The Company is not (i) in violation of its Amended and Restated Certificate of Incorporation, bylaws charter or any other internal governance instruments of the Company, by-laws (“Charter Documents”); (ii) in default in any respectdefault, and no event has occurred whichthat, 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, lease or other agreement or instrument to which it the Company is a party or by which it the Company is bound or to which any property, right or asset of its property or assets the Company is subject subject; or (iii) in violation in any respect of any law, ordinance, governmental ruledecree, regulation injunction or court statute or any judgment, order, decree rule or judgment to which it regulation of any court or its property arbitrator or assets may be subject governmental or regulatory authority (“Law”), except, in the case of clauses (ii) and (iii) above, for any such default or violation that has been waived or default that would not, singularly individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Purchase Agreement (Northern Oil & Gas, Inc.)

No Violation or Default. The Neither the Company nor any of its Material Subsidiaries is not (i) in violation of its Amended and Restated Certificate of Incorporationcharter or by-laws (or analogous governing instrument, bylaws or any other internal governance instruments of the Companyas applicable), (ii) in default in any respect, and no event has occurred which, 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, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Identiv, Inc.)