/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
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The {_Company} is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a Material Adverse Effect. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the {_Company} or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the {_Company}, its business or operations or any of its assets or properties. Without limiting the foregoing, the {_Company} has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the {_Company} to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the {_Company} to offer or issue any securities of the {_Company} as a result of the consummation of the transactions contemplated hereunder.