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Conflicts. Other than as specifically set forth in this Amendment, or the context otherwise requires, all of the other terms and conditions of the Agreement shall continue in full force and effect. To the extent of a conflict between the terms and conditions set forth in the Agreement and this Amendment, the terms hereof shall control.

Conflicts. It is possible that some of BJC’s present or future clients will have matters adverse to Client or Client’s organization while BJC is representing Client. BJC understands that Client has no objection to BJC’s representation of parties with interests adverse to Client’s and Client waives any actual or potential conflict of interest as long as those other engagements are not substantially related to BJC’s services toClient.

Conflicts. There is no agreement to which is a party or, to ’s knowledge, that is binding on which is in conflict with this Agreement.

Conflicts of Interest; Outside Service. The Executive shall avoid all activities and other actions that would conflict with the interests of the Company. Provided it does not conflict with her duties to the Company, it is hereby expressly agreed that through , the President and CEO shall be permitted to complete any outstanding obligations she may have to Allozyne Inc.

No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not # result in a violation of the organizational documents of such Buyer, # conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of [clauses [(ii) and (iii) above]e]], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not # result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, # conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions hereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or assets of the Company is subject, except # such conflicts, breaches or defaults as may have been waived and # such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result # in any violation of the provisions of the organizational or governing documents of the Company, or # in any material violation of the provisions of any statute or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company, except where such violation would not have a Material Adverse Effect.

No Conflicts. Except as set forth in [Section 3(d)] of the Disclosure Schedules, the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated

No Conflicts. The execution and delivery of this Agreement by the Shareholders and the performance by the Shareholders of their obligations hereunder in accordance with the terms hereof: # will not require the consent of any Governmental Entity under any Laws; # will not violate any Laws applicable to the Shareholders; and # will not violate or breach any contractual obligation to which a Shareholder is a party.

Board Conflicts. The parties hereto acknowledge that the members of ’ board of directors will owe fiduciary duties to and its stockholders. The Board will use commercially reasonable and appropriate efforts and means, as determined in good faith by the Board, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of , on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Board, the Members and/or the stockholders of in a manner that does not # disadvantage the Members of their interests relative to the stockholders of or # advantage the stockholders of relative to the Members or # treat the Members and the stockholders of differently; provided that in the event of a conflict between the interests of the stockholders of and the interests of the Members, such Members agree that the Board shall discharge its fiduciary duties to such Members by acting in the best interests of ’ stockholders.

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