Authorization; No Conflicts; Authority. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable United States federal, state or non-United States securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s articles of association or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign, including Belgian, governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause (A) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except (1) such as may be required under the Act , the rules of the Financial Industry Regulatory Authority (“FINRA”) or state securities or blue sky laws, (2) for the inclusion of the Securities on The Nasdaq Capital Market (the “Exchange”), (3) the listing of the Underlying Shares (as defined below) on the regulated market of Euronext Brussels operated by Euronext Brussels SA/NV (“Euronext Brussels”) (including the related approvals by the Belgian Financial Services and Markets Authority (“FSMA”)); and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (MDxHealth SA)
Authorization; No Conflicts; Authority. This Agreement and the transactions contemplated herein have been duly authorized by the Company. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable United States federal, federal or state or non-United States securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein contemplated will not (Ai) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (Bii) result in any violation of the provisions of the Company’s articles of association charter or by-laws or (Ciii) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign, including Belgian, foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause clauses (Ai) as or (iii) above, for any such conflict, breach, violation or default that would not not, individually or in the aggregate, result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with with, any Governmental Authority is required for the execution, delivery and performance by the Company of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale by the Company of the Securities by Securities, the CompanyUnderwriters’ Warrants (as defined below) and the Underwriters’ Warrant Shares (as defined below), except (1) such as may be required under the Act Act, the rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) or state securities or blue sky laws, (2) for the inclusion of the Securities on The Nasdaq Capital Market (the “Exchange”), (3) the listing of the Underlying Shares (as defined below) on the regulated market of Euronext Brussels operated by Euronext Brussels SA/NV (“Euronext Brussels”) (including the related approvals by the Belgian Financial Services and Markets Authority (“FSMA”)); and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.
Appears in 1 contract
Authorization; No Conflicts; Authority. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable United States federal, federal or state or non-United States securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s articles of association charter, by-laws or other organizational documents or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign, including Belgian, foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause clauses (A) and (C) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except such as (1) such as may be required under the Act Act, the rules of the Financial Industry Regulatory Authority (“FINRA”) FINRA or state securities or blue sky laws, laws or (2) for have already been obtained or waived, or will be obtained or waived prior to the inclusion of the Securities on The Nasdaq Capital Market (the “Exchange”), (3) the listing of the Underlying Shares (as defined below) on the regulated market of Euronext Brussels operated by Euronext Brussels SA/NV (“Euronext Brussels”) (including the related approvals by the Belgian Financial Services and Markets Authority (“FSMA”))First Closing Date; and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.
Appears in 1 contract
Authorization; No Conflicts; Authority. This Agreement has been duly authorized, executed and delivered by the Company, Company and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable United States federal, federal or state or non-United States securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s articles of association charter or by-laws or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign, including Belgian, foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause (A) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except (1) such as may be required under the Act Act, the rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) ), The NASDAQ Stock Market Rules or state securities or blue sky laws, (2) for the inclusion of the Securities on The Nasdaq Capital Market (the “Exchange”), (3) the listing of the Underlying Shares (as defined below) on the regulated market of Euronext Brussels operated by Euronext Brussels SA/NV (“Euronext Brussels”) (including the related approvals by the Belgian Financial Services and Markets Authority (“FSMA”)); and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.
Appears in 1 contract
Authorization; No Conflicts; Authority. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to indemnity hereunder the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable United States federal, state or non-United States securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equitylaw. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject, (B) result in any violation of the provisions of the Company’s articles of association charter or by-laws or (C) subject to the Required Approvals, result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign, including Belgian, foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries Subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause (A) or (C) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities Shares by the Company, except other than (1i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby, (iv) the filing of Form D with the Commission, and (v) such as may be required under the Act Act, the rules of the Financial Industry Regulatory Authority (“FINRA”) or state securities or blue blue-sky lawslaws (collectively, (2) for the inclusion of the Securities on The Nasdaq Capital Market (the “ExchangeRequired Approvals”), (3) the listing of the Underlying Shares (as defined below) on the regulated market of Euronext Brussels operated by Euronext Brussels SA/NV (“Euronext Brussels”) (including the related approvals by the Belgian Financial Services and Markets Authority (“FSMA”)); and the Company has full power and authority to enter into this Agreement the Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement.
Appears in 1 contract
Authorization; No Conflicts; Authority. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable United States federal, federal or state or non-United States securities laws and except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) result in any violation of the provisions of the Company’s articles of association charter or by-laws or (C) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign, including Belgian, foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clause clauses (A) and (C) as would not result in a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Securities by the Company, except (1) such as may be required under the Act Act, the rules of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) ), the Exchange Rules or state securities or blue sky laws, (2) for the inclusion of the Securities on The Nasdaq Capital Market (the “Exchange”), (3) the listing of the Underlying Shares (as defined below) on the regulated market of Euronext Brussels operated by Euronext Brussels SA/NV (“Euronext Brussels”) (including the related approvals by the Belgian Financial Services and Markets Authority (“FSMA”)); and the Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including the authorization, issuance and sale of the Securities as contemplated by this Agreement..
Appears in 1 contract