No Conflict; Consents. (a) The execution and delivery of this Agreement by such Written Consent Party does not, and the performance by such Written Consent Party of the obligations under this Agreement and the compliance by such Written Consent Party with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Written Consent Party, (ii) if such Written Consent Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or such Written Consent Party, or (iii) result in any breach of, or constitute a default (or an event, which with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Company Securities owned by such Written Consent Party pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Written Consent Party is a party or by which such Written Consent Party is bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Written Consent Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 5 contracts
Samples: Stockholder Support Agreement (G Squared Ascend I Inc.), Stockholder Support Agreement (Bird Global, Inc.), Stockholder Support Agreement (Decarbonization Plus Acquisition Corp III)
No Conflict; Consents. (a) The execution and delivery of this Agreement by such Written Consent Lock-Up Party does not, and the performance by such Written Consent Lock-Up Party of the obligations under this Agreement and the compliance by such Written Consent Lock-Up Party with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Written Consent Lock-Up Party, (ii) if such Written Consent Lock-Up Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents Organizational Documents of the Company or such Written Consent Lock-Up Party, or (iii) result in any breach of, or constitute a default (or an event, which with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the securities of the Company Securities owned by such Written Consent Lock-Up Party pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Written Consent Lock-Up Party is a party or by which such Written Consent Lock-Up Party is otherwise bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Written Consent Lock-Up Party to perform his, her or its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 4 contracts
Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Lock Up Agreement (Qt Imaging Holdings, Inc.), Stockholder Support Agreement (GigCapital5, Inc.)
No Conflict; Consents. (a) The execution and delivery of this Agreement by such Written Consent Lock-Up Party does not, and the performance by such Written Consent Lock-Up Party of the obligations under this Agreement and the compliance by such Written Consent Lock-Up Party with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Written Consent Lock-Up Party, (ii) if such Written Consent Lock-Up Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or such Written Consent Lock-Up Party, or (iii) result in any breach of, or constitute a default (or an event, which with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the securities of the Company Securities owned by such Written Consent Lock-Up Party pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Written Consent Lock-Up Party is a party or by which such Written Consent Lock-Up Party is bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Written Consent Lock-Up Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 4 contracts
Samples: Lock Up Agreement (Decarbonization Plus Acquisition Corp), Lock Up Agreement (Tortoise Acquisition Corp. II), Lock Up Agreement (Switchback Energy Acquisition Corp)
No Conflict; Consents. (a) The execution and delivery of this Agreement by such Written Consent Lock-Up Party does not, and the performance by such Written Consent Lock-Up Party of the obligations under this Agreement and the compliance by such Written Consent Lock-Up Party with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Written Consent Lock-Up Party, (ii) if such Written Consent Lock-Up Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents Organizational Documents of the Company or such Written Consent Lock-Up Party, or (iii) result in any breach of, or constitute a default (or an event, which with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the securities of the Company Securities owned by such Written Consent Lock-Up Party pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Written Consent Lock-Up Party is a party or by which such Written Consent Lock-Up Party is otherwise bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Written Consent Lock-Up Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Lock Up Agreement (Live Oak Acquisition Corp II), Lock Up Agreement (Live Oak Acquisition Corp II), Lock Up Agreement (Live Oak Acquisition Corp II)
No Conflict; Consents. (a) The execution and delivery of this Agreement by such Written Consent Party does not, and the performance by such Written Consent Party of the obligations under this Agreement and the compliance by such Written Consent Party with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Written Consent Party, (ii) if such Written Consent Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or such Written Consent Party, or (iii) result in any breach of, or constitute a default (or an event, which with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Company Securities Equity Interests owned by such Written Consent Party pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Written Consent Party is a party or by which such Written Consent Party is bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Written Consent Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Form of Shareholder Support Agreement (Prime Impact Acquisition I)
No Conflict; Consents. (a) The execution and delivery of this Agreement by such Written Consent the Lock-Up Party does not, and the performance by such Written Consent the Lock-Up Party of the obligations under this Agreement and the compliance by such Written Consent the Lock-Up Party with any provisions hereof do not and will not: (i) conflict with or violate any Law applicable to such Written Consent the Lock-Up Party, (ii) if such Written Consent the Lock-Up Party is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents Organizational Documents of the Company or such Written Consent Lock-Up Party, or (iii) result in any breach of, or constitute a default (or an event, which with notice or lapse of time or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the securities of the Company Securities owned by such Written Consent the Lock-Up Party pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Written Consent the Lock-Up Party is a party or by which such Written Consent the Lock-Up Party is otherwise bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of such Written Consent the Lock-Up Party to perform his, her or its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Lock Up Agreement (Peak Bio, Inc.)
No Conflict; Consents. (a) The execution Except as set forth in Schedule 5.03(a) or as disclosed in the Acquiror SEC Documents, the execution, delivery, and delivery performance by Acquiror and Merger Sub of this Agreement, and any Ancillary Agreement by such Written Consent Party does notto which Acquiror or Merger Sub is a party, and the performance consummation by such Written Consent Party Acquiror and Merger Sub of the obligations under this Agreement transactions contemplated hereby and thereby, including the compliance by such Written Consent Party with any provisions hereof Merger, do not and will not: , with or without the giving of notice or the lapse of time, or both, (i) conflict with or violate result in a violation or breach of any provision of Law or Governmental Order applicable to such Written Consent PartyAcquiror or Merger Sub is subject, (ii) if such Written Consent Party is an entity, conflict with or violate the certificate result in a violation of incorporation or bylaws or any equivalent organizational documents provision of the Company Organizational Documents of Acquiror or such Written Consent PartyMerger Sub, or (iii) require the consent or notice by any Person under, conflict with, result in any a material violation or material breach of, of or constitute a material default (or an eventevent that, which with or without notice or lapse of time or both, would become constitute a material default) default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation acceleration of a Lien on or create in any of party the Company Securities owned by such Written Consent Party pursuant right to accelerate, terminate, modify or cancel any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which such Written Consent Party Acquiror or Merger Sub is a party or by which such Written Consent Party is it may be bound, or (iv) result in the creation or imposition of any Lien of any nature whatsoever upon any assets or property of Acquiror or Merger Sub, except, in with respect to the case of foregoing clauses (i), (iii) and (iiiiv), as would not reasonably be expected, individually or in the aggregate, expected to materially impair the ability of such Written Consent Party to perform its obligations hereunder or to consummate the transactions contemplated herebyhave an Acquiror Material Adverse Effect.
Appears in 1 contract