Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.
Appears in 2 contracts
Sources: Underwriting Agreement (Monotype Imaging Holdings Inc.), Underwriting Agreement (Great Lakes Dredge & Dock CORP)
Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-lawscharter, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.
Appears in 1 contract
Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from FINRA, if applicable; provided that the NASDoperation of the transfer restrictions contained in the Company’s Certificate of Incorporation and described in the Disclosure Package and the Prospectus shall not be deemed a violation of this representation.
Appears in 1 contract
Sources: Underwriting Agreement (Great Lakes Dredge & Dock CORP)
Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement (through one or more Attorneys-in-Fact) and the its Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with or constitute a breach ofas the case may be, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit and (iii) will not result in benefit, any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder or its propertiesStockholder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the National Association of Securities Dealers, Inc. (the “NASD”).
Appears in 1 contract
Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of his or its obligations under, this Agreement, the Custody Agreement and the Power of Attorney (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents documents, as applicable, of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder is a party or by which he or it is bound or under which he or it is entitled to any right or benefit and (iii) will not result in any violation of any statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Selling Stockholder or its properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.
Appears in 1 contract
Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement and Agreement, the Power of Attorney and in the case of the Warrant Selling Stockholder, the Warrant Transaction Documents (as defined herein) (i) will not result in any Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust agreement or other organizational documents documents, as the case may be, of such Selling Stockholder, (ii) will not conflict with or constitute a breach of, or Default under, any other material agreement or instrument to which such Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit bound, and (iii) will not result in any violation of any material statute, law, regulation, order or decree applicable to such Selling Stockholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder or its propertiesStockholder. No material consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder of the transactions contemplated in this Agreement, except such as have been obtained or made and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.
Appears in 1 contract
Sources: Underwriting Agreement (Ruths Chris Steak House, Inc.)
Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Stockholder Shareholder of, and the performance by such Selling Stockholder Shareholder of its obligations under, this Agreement, Agreement and the Custody Agreement and the Power of Attorney (i) will not contravene or conflict with, result in any a breach of, or constitute a Default under, or require the consent of any other party to, the charter or by-laws, partnership agreement, trust limited liability company agreement or other organizational documents of such Selling Stockholder, (ii) will not conflict with Shareholder or constitute a breach of, or Default under, any other agreement or instrument to which such Selling Stockholder Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit and (iii) will not result in benefit, any violation provision of applicable law or any statutejudgment, laworder, regulation, order decree or decree regulation applicable to such Selling Stockholder Shareholder of any court, regulatory body, administrative agency, governmental body, body or arbitrator or other authority having jurisdiction over such Selling Stockholder or its propertiesShareholder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Stockholder Shareholder of the transactions contemplated in this Agreement, except such as have been been, or will be, obtained or made by the Company, the trustee under the Plan or the Underwriters and are are, or will be, in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the NASD.
Appears in 1 contract