Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 12 contracts
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.), Agreement and Plan of Merger and Reorganization (Sunesis Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 11 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sunesis Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.)
Non-Contravention; Consents. (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 9 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kidpik Corp.), Agreement and Plan of Merger and Reorganization (AVROBIO, Inc.), Agreement and Plan of Merger (Neoleukin Therapeutics, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required required Company Stockholder Vote Vote, the filing of the Certificates of Merger required by the DGCL, and the filing of the Certificate of Merger required by the DGCLDesignation, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 4 contracts
Samples: Support Agreement (Traws Pharma, Inc.), Agreement and Plan of Merger (Spyre Therapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tocagen Inc), Agreement and Plan of Merger and Reorganization (Gemphire Therapeutics Inc.), Agreement and Plan of Merger and Reorganization (Histogenics Corp)
Non-Contravention; Consents. (a) Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL, and except as set forth on Section 3.5 of the Company Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vallon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Seneca Biopharma, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL, and the filing of the Certificate of Designation, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Selecta Biosciences Inc), Agreement and Plan of Merger (Aquinox Pharmaceuticals, Inc)
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Member Vote and the filing of the Certificate of Merger required by the DGCLDGCL and the DLLCA, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc), Agreement and Plan of Merger and Reorganization (BioPharmX Corp)
Non-Contravention; Consents. Subject to obtaining the Required required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL, and the filing of the Certificate of Designation, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aprea Therapeutics, Inc.), Agreement and Plan of Merger (Miragen Therapeutics, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is a party by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company NitroMed Stockholder Vote for the applicable Contemplated Transactions and the filing of the Certificate of Merger as required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by or any of the CompanyRelated Agreements, nor (y) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Non-Contravention; Consents. Subject to obtaining the Required Company Merger Partner Stockholder Vote for the applicable Contemplated Transactions and the filing of the a Certificate of Merger as required by the DGCL, neither (xa) the execution, delivery or performance of this Agreement by or any of the CompanyRelated Agreements, nor (yb) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avatech Solutions Inc)
Non-Contravention; Consents. (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the First Certificate of Merger Merger, the Second Certificate of Merger, and the Certificate of Designation required by the DGCLDGCL and DLLCA, neither (x) the execution, delivery delivery, or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.)
Non-Contravention; Consents. (a) Subject to obtaining the Required Company Terrain Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyXxxxxxx or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Non-Contravention; Consents. Subject to obtaining the Required Company Archemix Stockholder Vote for the applicable Contemplated Transactions, and the filing of the Certificate of Merger as required by the DGCL, neither (xa) the execution, delivery or performance of this Agreement by or any of the CompanyRelated Agreements, nor (yb) the consummation of the Merger or any of the other Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (xa) the execution, delivery or performance of this Agreement by the Company, nor (yb) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Angion Biomedica Corp.)
Non-Contravention; Consents. Subject to obtaining the Required required Company Stockholder Vote and Vote, the filing of the Certificate Certificates of Merger required by the DGCL, and the filing of the Certificates of Designation, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idera Pharmaceuticals, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL, and the filing of the Certificate of Designation, neither (x) the execution, delivery delivery, or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Non-Contravention; Consents. Subject to obtaining the Required Company required Buyer Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyBuyer, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.)
Non-Contravention; Consents. (a) Subject to obtaining the Required Company Stockholder Vote and the filing of the First Certificate of Merger and Second Certificate of Merger required by the DGCLDGCL and DLLCA, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Wave BioPharma, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company Lpath Stockholder Vote for the applicable Contemplated Transactions and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the CompanyLpath or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Lpath, Inc)
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote Vote, the filing of the First Certificate of Merger and the Second Certificate of Merger required by the DGCL and the DLLCA, and the filing of the Certificate of Merger required by the DGCLDesignation, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leap Therapeutics, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCLDGCL and obtaining the Consents set forth on Section 2.5 of the Company Disclosure Schedule, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.)
Non-Contravention; Consents. Subject Except as set forth in Section 2.5 of the Company Disclosure Schedule, and subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote Vote, the filing of the Certificates of Merger required by the DGCL and the DLLCA, and the filing of the Certificate of Merger required by the DGCLDesignation, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the First Certificate of Merger and the Second Certificate of Merger as required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Mergers or any of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oncogenex Pharmaceuticals, Inc.)
Non-Contravention; Consents. Subject to obtaining the Required Company Stockholder Vote and Vote, the filing of the Certificate of Merger required by the DGCLDGCL and assuming the satisfaction of the condition set forth in Section 7.6, neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proteon Therapeutics Inc)
