No Conflicting Agreements or Charter Provisions Sample Clauses

No Conflicting Agreements or Charter Provisions. The execution, delivery and compliance with and performance of the terms and provisions of this Agreement will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, (i) the Charter or Bylaws of FSQ or Advertising or any resolutions adopted by their respective directors or stockholders, (ii) any provision of any material Contract to which FSQ or Advertising is a party or by which they or any part of their respective assets may be bound, or (iii) any order, judgment, decree, license, permit, statute, law, rule or regulation to which FSQ or Advertising is subject. The execution, delivery and performance of this Agreement will not result in the creation of any Lien upon or any preferential arrangement with respect to the business or any part of the assets or properties of FSQ or Advertising.
Sample 1Sample 2
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No Conflicting Agreements or Charter Provisions. The execution, delivery and compliance with and performance of the terms and provisions of this Agreement will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default (or an event which, with notice, lapse of time, or both, would constitute a default) under, or result in any violation of, (A) the Charter or Bylaws of either Five Star or Merger Sub or any resolutions adopted by the shareholders or directors of Five Star or the shareholder or directors of Merger Sub, (B) any provision of any material Contract to which Five Star or any of the Five Star Subsidiaries is a party or by which it or any of the Five Star Subsidiaries or any part of it or any of the Five Star Subsidiaries' assets may be bound or (C) any order, judgment, decree, license, permit, statute, law, rule or regulation to which Five Star or any of the Five Star Subsidiaries is subject.
Sample 1Sample 2
No Conflicting Agreements or Charter Provisions. Except as set forth in Section 3.5 of the GSHS Disclosure Schedule, the execution, delivery and compliance with and performance by GSHS of the terms and provisions of this Agreement, the GPA Stock Exchange Agreement and the New Stockholders' Agreement, and the consummation of the transactions contemplated by such agreements, will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default (or an event which, with notice, lapse of time, or both, would constitute a default) under, (iii) result in any violation of, (iv) require the obtaining of any consent, approval or action of, make any filing with or give notice to any person (except for a Governmental Authority) as a result of or under the terms of, (v) result in or give to any person any right of termination, cancellation, acceleration, modification, or increased or accelerated rights, entitlements or payments under, or (vi) result in the creation or imposition of any Encumbrance upon GSHS or any Subsidiary or any of their respective assets under: (A) the Certificate or Articles of Incorporation or bylaws of GSHS or any Subsidiary or any resolutions adopted by the stockholders or the Board of Directors of GSHS or any Subsidiary (assuming the Certificate of Incorporation of GSHS has been amended as provided in Section 6.14), or (B) any order, judgment or decree (in a proceeding to which a Governmental Authority is not a party) to which GSHS or any Subsidiary is subject.
Sample 1
No Conflicting Agreements or Charter Provisions. The execution, delivery, compliance with and performance of the terms and provisions of this Agreement, the Exchange Agreement, the GPA Stock Exchange Agreement and the New Stockholders' Agreement will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default (or an event which, with notice, lapse of time, or both, would constitute a default) under, (iii) result in any violation of, (iv) require the obtaining of any consent, approval or action of, or the making of any filing with or give notice to any person (except for a Governmental Authority) as a result of or under the terms of, or (v) result in or give to any person any right of termination, cancellation, acceleration, modification, or increased or accelerated rights, entitlements or payments under, (A) the Certificate of Incorporation or bylaws of Buyer, (B) except as set forth in Section 5.3 of the Buyer Disclosure Schedule, any provision of any material Contract to which Buyer is a party, or (C) any order, judgment, decree, license, permit, statute, law, rule or regulation to which Buyer is subject.
Sample 1
No Conflicting Agreements or Charter Provisions. The execution, delivery and compliance with and performance of the terms and provisions of the Acquisition Documents will not conflict with or result in a material breach of the terms, conditions or provisions of, or constitute a material default (or an event which, with notice, lapse of time, or both, would constitute a material default) under, or result in any material violation of, or require the consent of any Person under (i) the Certificate of Incorporation or By-Laws of Buyer or any resolutions adopted by the Board of Directors of Buyer, (ii) any provision of any Contract to which Buyer is a party or by which any property of Buyer may be bound, (iii) any order, judgment, decree, permit, statute, law, rule or regulation of any Governmental Body to which Buyer is subject or by which any of its properties or assets is bound. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to any Person or Governmental Body is required on the part of Buyer in connection with the execution and delivery of the Acquisition Documents or the compliance by Buyer with any of the provisions thereof, except for those already obtained.
Sample 1
No Conflicting Agreements or Charter Provisions. The execution and delivery of this Agreement, the compliance with and performance of the terms and provisions of this Agreement, and the consummation of the transactions contemplated hereby by the Buyer will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default (or an event which, with notice, lapse of time, or both, would constitute a default) under, (iii) result in any violation of, (iv) require the obtaining of any consent or approval of, the taking of any action of, the making of any filing with, or the giving of any notice to, any Person (except such consents, approvals, actions, filings and notices that will have been obtained, taken, made, given, or effectively waived prior to the Closing, a true, correct and complete list of which is set forth in Section 5.3 of the Buyer Disclosure Schedule) as a result of or under the terms of, or (v) result in or give to any Person any right of termination, cancellation, acceleration, modification, or increased or accelerated rights, entitlements or payments under (A) the Articles/Certificate of Incorporation or Bylaws of the Buyer, (B) any provision of any material Contract to which the Buyer is a party, or by which the Buyer or any of its assets is bound, or (c) any order, judgment, decree, license, permit, statute, law, rule or regulation to which the Buyer or any of its assets is subject.
Sample 1
No Conflicting Agreements or Charter Provisions. Except as set forth on Disclosure Schedule 4.5, the execution, delivery and compliance with and performance of the terms and provisions of this Agreement will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, (i) the Charter Documents of GPI or any of the GPI Subsidiaries or any resolutions adopted by the shareholders or the Board of Directors and/or Trustees of GPI or any of the GPI Subsidiaries, (ii) any provision of any material Contract to which GPI or any of the GPI Subsidiaries is a party or by which it or any of the GPI Subsidiaries or any part of its or any of the GPI Subsidiaries' assets may be bound, or (iii) any order, judgment, decree, license, permit, statute, law, rule or regulation to which GPI or any of the GPI Subsidiaries is subject, which conflict, breach, default or violation has or could reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement will not result in the creation of any Lien (other than a Lien in favor of GPI or HRPT) upon or any preferential arrangement with respect to the business or any material part of the assets or properties of GPI or any of the GPI Subsidiaries.
Sample 1
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Related to No Conflicting Agreements or Charter Provisions

  • No Conflicting Agreements The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Documents.

  • No Conflicting Agreement By signing this Agreement, Executive warrants that he is not a party to any restrictive covenant, agreement or contract which limits the performance of his duties and responsibilities under this Agreement or under which such performance would constitute a breach.

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • Conflicting Agreements The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

  • Incorporation of Prior Agreements; Modifications This Lease is the only agreement between the parties pertaining to the lease of the Property and no other agreements are effective. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

  • Absence of Conflicting Agreements or Required Consents The execution, delivery and performance of this Agreement by APP and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) does not require the consent of any governmental or regulatory body or authority or any other third party except for such consents, for which the failure to obtain would not result in a Material Adverse Effect on APP; (ii) will not conflict with any provision of APP's certificate of incorporation or bylaws; (iii) will not conflict with, result in a violation of, or constitute a default under any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which APP is a party or by which APP or its properties are subject or bound; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which APP is a party or by which APP or any of its properties are bound except for such conflict, termination, breach or default, the occurrence of which would not result in a Material Adverse Effect on APP; and (v) will not create any Encumbrance or restriction upon APP Common Stock or any of the assets or properties of APP. The financial statements of APP contained in the Registration Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto), (b) present fairly the financial position of APP and APP Subsidiaries as of the dates indicated and present fairly the results of APP's and APP Subsidiaries' operations for the periods then ended, and (c) are in accordance with the books and records of APP and APP Subsidiaries, which have been properly maintained and are complete and correct in all material respects.

  • Absence of Conflicting Agreements None of the execution and delivery of, or the observance and performance by Buyer of any covenant or obligation under, this Agreement or any Closing Document to which it will be a party contravenes or results in or will contravene or result in a violation of or a default under (with or without the giving of notice or lapse of time, or both) or in the acceleration of any material obligation under:

  • No Conflicting Agreement or Obligation I represent that my performance of all the terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

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