No Conflict; Consents. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its obligations under this Agreement does not and will not: (i) violate any Laws applicable to the Stockholder, (ii) result in any breach of or constitute a default under any Contract to which the Stockholder is a party or by which the Stockholder is subject, or (iii) violate the certificate of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational or governing documents of such Stockholder, in each case of clauses (i) through (iii), except for such violations, breaches or defaults as would not materially delay or materially impair the ability of the Stockholder to perform its obligations under this Agreement. (b) No consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any competition, antitrust and investment laws or regulations of foreign jurisdictions, any relevant Communications Laws or by the rules and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.
Appears in 4 contracts
Samples: Voting and Support Agreement (Kaleyra, Inc.), Voting and Support Agreement (Maya Investments LTD), Voting and Support Agreement (Kaleyra, Inc.)
No Conflict; Consents. (a) The execution and delivery of this Agreement by the such Stockholder does not, and the performance by the such Stockholder of its obligations under this Agreement does not and will not: (i) violate any Applicable Laws applicable to the Stockholder, such Stockholder or (ii) result in any breach of or constitute a default under any Contract or obligation to which the such Stockholder is a party or by which the such Stockholder is subject, subject or (iii) if an entity, violate the certificate of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational or governing documents of such Stockholder, in each case of clauses (i) through (iii), except for such violations, breaches or defaults as would not materially delay or materially impair in any respect the ability of the such Stockholder to perform its obligations under this Agreement.
(b) No consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any competition, antitrust and investment laws or regulations of foreign jurisdictions, any relevant Communications Laws jurisdiction or by the rules and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.
Appears in 4 contracts
Samples: Voting, Support and Rollover Agreement (Tzuo Tien), Merger Agreement (Zuora Inc), Voting, Support and Rollover Agreement (Zuora Inc)
No Conflict; Consents. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its its, his or her obligations under this Agreement does not and will not: (i) violate any Laws applicable to the Stockholder, (ii) result in any breach of or constitute a default under any Contract or obligation to which the Stockholder is a party or by which the Stockholder is subject, other than those created by this Agreement, or (iii) to the extent the Stockholder is not an individual, violate or conflict with any provision of the certificate Organizational Documents of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational or governing documents of such the Stockholder, in the case of each case of clauses (i) through (iii), except for such violations, breaches or defaults as would not prevent, materially delay or materially impair the ability of the Stockholder to perform its its, his or her obligations under this Agreement.
(b) No consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any competition, antitrust and investment laws or regulations of foreign jurisdictions, any relevant Communications Laws jurisdictions or by the rules and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by such the Stockholder of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Voting and Support Agreement (Blackstone Holdings III L.P.), Voting and Support Agreement (Blackstone Holdings III L.P.), Voting and Support Agreement (Blackstone Holdings III L.P.)
No Conflict; Consents. (a) The execution and delivery of this Agreement by the such Stockholder does not, and the performance by the such Stockholder of its its, his or her obligations under this Agreement does not and will not: (i) violate any Laws applicable to the such Stockholder, (ii) result in any breach of or constitute a default under any Contract or obligation to which the such Stockholder is a party or by which the such Stockholder is subject, other than those created by this Agreement, or (iii) to the extent such Stockholder is not an individual, violate or conflict with any provision of the certificate of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational or governing documents Organizational Documents of such Stockholder, in the case of each case of clauses (i) through (iii), except for such violations, breaches or defaults as would not prevent, materially delay or materially impair the ability of the such Stockholder to perform its its, his or her obligations under this Agreement.
(b) No consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any competition, antitrust and investment laws or regulations of foreign jurisdictions, any relevant Communications Laws jurisdictions or by the rules and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Voting and Support Agreement (Blackstone Holdings III L.P.), Voting and Support Agreement (Vista Equity Partners Fund VI, L.P.)
No Conflict; Consents. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its obligations under this Agreement does not and will not: (i) violate any Laws applicable to the Stockholder, Stockholder or (ii) result in any breach of or constitute a default under any Contract or obligation to which the Stockholder is a party or by which the Stockholder is subject, subject or (iii) if an entity, violate the certificate of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational or governing documents of such Stockholder, in each case of clauses (i) through (iii), except for such violations, breaches or defaults as would not materially delay or materially impair in any respect the ability of the Stockholder to perform its obligations under this the Agreement.
(b) No consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any competition, antitrust and investment laws or regulations of foreign jurisdictions, any relevant Communications Laws jurisdiction or by the rules and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.
Appears in 1 contract
No Conflict; Consents. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its obligations under this Agreement does not and will not: (i) violate any Laws applicable to the Stockholder, Stockholder or (ii) result in any breach of or constitute a default under any Contract or obligation to which the Stockholder is a party or by which the Stockholder is subject, other than those created by this Agreement or (iii) violate the certificate of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational or governing documents of such Stockholder, in the case of each case of clauses (i) through (iii), except for such violations, breaches or defaults as would not prevent, materially delay or materially impair the ability of the Stockholder to perform its obligations under this Agreement.
(b) No consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any competition, antitrust and investment laws or regulations of foreign jurisdictions, any relevant Communications Laws jurisdictions or by the rules and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.
Appears in 1 contract
Samples: Voting and Support Agreement (Ping Identity Holding Corp.)