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. 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, the Warrants and the Warrant Shares and the reservation for issuance of the Warrant Shares) will not # result in a violation of the Certificate of Incorporation (as defined below)Incorporation, as amended and as in effect on the date hereof (the Certificate of Incorporation) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below)the Companys bylaws, as amended and as in effect on the date hereof (the By-Laws), 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. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares)do not and will not # result in a violationconflict with or violate any provision of the Certificate of Incorporation (as defined below) (including, without limitation,Company’s or any Subsidiary’s certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association,or articles of association,incorporation, bylaws or other organizational documents of the Company or any of its Subsidiaries,charter documents, or any capital stock or other securities of the Company or any of its Subsidiaries, # conflict with, or constitute a default (or an event whichthat with notice or lapse of time or both would become a default) under, result in the creation of any respect under,Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenturecredit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any of its SubsidiariesSubsidiary 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 Subsidiariesparty or by which any property or asset of the Company or any of its SubsidiariesSubsidiary is bound or affected.affected, or # subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of [clauses (ii) and (iii)])], such as could not have or reasonably be expected to result in a Material Adverse Effect.
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares)do not and will not # result in a violationconflict with or violate any provision of the Certificate of Incorporation (as defined below) (including, without limitation,Company’s or any Subsidiary’s certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association,or articles of association,incorporation, bylaws or other organizational documents of the Company or any of its Subsidiaries,charter documents, or any capital stock or other securities of the Company or any of its Subsidiaries, # conflict with, or constitute a default (or an event whichthat with notice or lapse of time or both would become a default) under, result in the creation of any respect under,Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenturecredit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any of its SubsidiariesSubsidiary 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 Subsidiariesparty or by which any property or asset of the Company or any of its SubsidiariesSubsidiary is bound or affected.affected, or # subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of [clauses (ii) and (iii)])], such as would not have or reasonably be expected to result in a Material Adverse Effect.
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuancedo not and will not: # conflict with or violate any provision of the Common Shares) will not # result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation,Company’s or any Subsidiary’s certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association,or articles of association,incorporation, 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,charter documents, # conflict with, or constitute a default (or an event whichthat with notice or lapse of time or both would become a default) under, result in the creation of any respect under,Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenturecredit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any of its SubsidiariesSubsidiary 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 Subsidiariesparty or by which any property or asset of the Company or any of its SubsidiariesSubsidiary is bound or affected.affected, or # subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of [clauses (ii) and (iii)])], such as could not have or reasonably be expected to result in a Material Adverse Effect.
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares)do not and will not # result in a violationconflict with or violate any provision of the Certificate of Incorporation (as defined below) (including, without limitation,Company’s or any Subsidiary’s certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association,or articles of association,incorporation, bylaws or other organizational documents of the Company or any of its Subsidiaries,charter documents, or any capital stock or other securities of the Company or any of its Subsidiaries, # conflict with, or constitute a default (or an event whichthat with notice or lapse of time or both would become a default) under, result in the creation of any respect under,Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenturecredit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any of its SubsidiariesSubsidiary 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 Subsidiariesparty or by which any property or asset of the Company or any of its SubsidiariesSubsidiary is bound or affected.affected, or # subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of [clauses [(ii) and (iii)])]])], such as could not have or reasonably be expected to result in a Material Adverse Effect.
No Conflicts. The execution, delivery and performance of the TransactionExchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, each Exchange and the reservation and issuance of the Common Shares)Exchange Securities) 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, orsubsidiaries, any share capital stock or other securities of the Company or any of its Subsidiaries,subsidiaries or Bylaws (as defined below) 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 Subsidiariessubsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation,decree, including foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq CapitalPrincipal Market (the “Principal Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiariessubsidiaries or by which any property or asset of the Company or any of its Subsidiariessubsidiaries is bound or affected.affected except, in the case of [clause [(B) or (C) above]e]], to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the other Exchange Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuancedo not and will not: # conflict with or violate any provision of the Common Shares) will not # result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation,Company’s or any Subsidiary’s certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association,or articles of association,incorporation, 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,charter documents, # conflict with, or constitute a default (or an event whichthat with notice or lapse of time or both would become a default) under, result in the creation of any respect under,Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenturecredit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any of its SubsidiariesSubsidiary 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 Subsidiariesparty or by which any property or asset of the Company or any of its SubsidiariesSubsidiary is bound or affected.affected, or # conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of [clauses (ii) and (iii)])], such as could not have or reasonably be expected to result in a Material Adverse Effect.
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company of this Agreement, the issuance and sale of the Securities and the consummation by the Companyit of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares)do not and will not # result in a violationconflict with or violate any provision of the Certificate of Incorporation (as defined below) (including, without limitation,Company’s or any Subsidiary’s certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association,or articles of association,incorporation, bylaws or other organizational documents of the Company or any of its Subsidiaries,charter documents, or any capital stock or other securities of the Company or any of its Subsidiaries, # conflict with, or constitute a default (or an event whichthat with notice or lapse of time or both would become a default) under, result in the creation of any respect under,Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenturecredit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any of its SubsidiariesSubsidiary 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 Subsidiariesparty or by which any property or asset of the Company or any of its SubsidiariesSubsidiary is bound or affected.affected, or # subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of [clauses (ii) and (iii)])], such as would not have or reasonably be expected to result in a Material Adverse Effect.
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 reservation for issuance and issuance of the CommonPurchase Shares) will not # result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation,Incorporation, any certificateCertificate of designation contained therein),Designations, Preferences and Rights of any outstanding series of preferred stock of or the 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,(including federal and state securities laws and regulations and the rules and regulations of the Nasdaq CapitalPrincipal Market (the “Principal Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its SubsidiariesSubsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under [clause (ii)], which would not reasonably be expected to result in a Material Adverse Effect. Neither nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of or Bylaws or their organizational charter or Bylaws, respectively. Neither nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to or its Subsidiaries, except for possible conflicts, defaults, terminations or amendments which could not reasonably be expected to have a Material Adverse Effect. The business of and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this agreement, all consents, authorizations, orders, filings and registrations which is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Since one year prior to the date hereof, has not received nor delivered any notices or correspondence from or to the Principal Market other than notices with respect to listings of additional shares of Common Stock and other routine correspondence. The Principal Market has not commenced any delisting proceedings against .
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