Common use of Valid and Enforceable Agreement; No Violations Clause in Contracts

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws or other organizational documents, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 9 contracts

Samples: Exchange Agreement (Iconix Brand Group, Inc.), Exchange Agreement (Marathon Digital Holdings, Inc.), Exchange Agreement (Forest City Enterprises Inc)

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Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (ia) the Company’s chartercertificate of incorporation, bylaws or other organizational documentsdocuments of the Company, (iib) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 4 contracts

Samples: Exchange Agreement (Synergy Pharmaceuticals, Inc.), Form of Exchange Agreement (Castle a M & Co), Exchange Agreement (Synergy Pharmaceuticals, Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (ii) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except where such violations or conflicts would not affect the Company’s business or its ability to consummate the transactions contemplated hereby in any material respect.

Appears in 3 contracts

Samples: Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Forest City Enterprises Inc), Exchange Agreement (Forest City Enterprises Inc)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. The issuance of the Non-Voting Common and the Conversion Shares have been duly authorized by the Company. This Agreement Agreement, the issuance of the Non-Voting Common and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 3 contracts

Samples: Exchange Agreement (Longboard Pharmaceuticals, Inc.), Exchange Agreement (Rain Therapeutics Inc.), Exchange Agreement (Rain Therapeutics Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. The issuance of the Series A Preferred has been duly authorized by the Company. This Agreement Agreement, the issuance of the Series A Preferred and consummation of the Exchange Stock Purchase will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 2 contracts

Samples: Purchase Agreement (HTG Molecular Diagnostics, Inc), Purchase Agreement (T2 Biosystems, Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws or other organizational documents, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 2 contracts

Samples: Form of Exchange Agreement (Exelixis, Inc.), Form of Exchange Agreement (Exelixis, Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange Conversion will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws charter or other organizational documentsbylaws, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 2 contracts

Samples: Conversion Agreement (Genesco Inc), Conversion Agreement (Genesco Inc)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. The issuance of the Series A Preferred Stock has been duly authorized by the Company. This Agreement Agreement, the issuance of the Series A Preferred Stock and consummation of the Exchange Stock Purchase will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Faraday Future Intelligent Electric Inc.), Purchase Agreement (Bionano Genomics, Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Company’s 's charter, bylaws or other organizational documents, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Exchange Agreement (Forest City Enterprises Inc)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and the consummation of the Exchange will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Exchange Agreement (Mannkind Corp)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement Agreement, the New Notes, the Indenture and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws or other organizational documents, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Form of Exchange Agreement (Teligent, Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions(a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws charter or other organizational documentsbylaws, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Exchange Agreement (Hercules Offshore, Inc.)

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Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and the issuance of the Exchange Note and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Exchange Agreement (Mullen Automotive Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange Note Sale will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws or other organizational documents, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Purchase Agreement (PDL Biopharma, Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange Sale will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. The issuance of the Non-Voting Ordinary Shares and the Conversion Shares have been duly authorized by the Company. This Agreement Agreement, the issuance of the Non-Voting Ordinary Shares and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws memorandum and articles of association or other organizational documentsdocuments of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Exchange Agreement (Structure Therapeutics Inc.)

Valid and Enforceable Agreement; No Violations. This Agreement Amendment has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement Subject to the terms and consummation conditions of this Amendment, the issuance of the Exchange Shares at the Initial Closing and the Additional Closing will not violate, conflict with or result in a breach of or default under (i) the Articles of Incorporation or the Company’s charter, bylaws or other organizational documentsbylaws, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Common Stock Issuance Agreement (AmpliPhi Biosciences Corp)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange Sale will not violate, conflict with or result in a breach of or default under (i) the Company’s charter, bylaws or other organizational documentsdocuments of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Form of Convertible Note Purchase Agreement (Maui Land & Pineapple Co Inc)

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (ia) the Company’s charter, bylaws or other organizational documents, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Appears in 1 contract

Samples: Exchange Agreement (PDL Biopharma, Inc.)

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