Pen Ult Sample Clauses

The "Pen Ult" clause typically refers to a provision that designates the second-to-last item or event in a sequence as significant for contractual purposes. In practice, this might apply to deadlines, deliveries, or payments, where the penultimate occurrence triggers a specific obligation or right, such as a final review or notice before the last step. The core function of this clause is to provide a clear reference point in a series of events, helping parties anticipate and prepare for final actions, thereby reducing ambiguity and potential disputes about timing or sequence.
Pen Ult 
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  • No Violation; Necessary Approvals Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any of the transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, contract or Permit to which the Company is a party or by which it is bound or any of its assets are subject, or any provision of the Company’s organizational documents as in effect on the Closing Date, (b) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (c) require any Consent under any contract or organizational document to which the Company is a party or by which it is bound; or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Shares.

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