No Conflicts; Litigation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (A) if such Stockholder is a legal entity, conflict with or violate any provision of the organizational documents of Stockholder, or (B) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Stockholder or to Stockholder’s property or assets, except, in the case of clause (B), that would not reasonably be expected to impair, individually or in the aggregate, Stockholder’s ability to fulfill its obligations under this Agreement. As of the date of this Agreement, there is no Action pending or, to the knowledge of a Stockholder, threatened, against such Stockholder or any of Stockholder’s Affiliates or any of their respective assets or properties that would materially interfere with such Stockholder’s ability to perform his, her or its obligations pursuant to this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Stockholders’ Agreement (AdTheorent Holding Company, Inc.), Business Combination Agreement (McAp Acquisition Corp), Stockholders Agreement (Romeo Power, Inc.)
No Conflicts; Litigation. Neither the such Stockholder Party’s execution and delivery of this Agreement, nor the such Stockholder Party’s consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (A) if such Stockholder is a legal entity, conflict with or violate any provision of the organizational documents of Stockholdersuch Stockholder Party, or (B) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease Lease or other agreement, instrument, permit, concession, franchise, license, judgmentnotice or Law, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder Party or to Stockholdersuch Stockholder Party’s property or assets, except, in the case of clause (B), that would not reasonably be expected to impair, individually or in the aggregate, Stockholdersuch Stockholder Party’s ability to fulfill its obligations under this Agreement. As of the date of this Agreement, there is no Action Proceeding pending or, to the knowledge of a Stockholdersuch Stockholder Party, threatened, against such Stockholder Party or any of Stockholdersuch Stockholder Party’s Affiliates or any of their respective assets or properties that would materially interfere with such StockholderStockholder Party’s ability to perform his, her or its obligations pursuant to this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreementhereby.
Appears in 4 contracts
Samples: Stockholders' Agreement (Rice Acquisition Corp. II), Support Agreement (Rice Acquisition Corp. II), Business Combination Agreement (Rice Acquisition Corp. II)
No Conflicts; Litigation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (A) if such Stockholder Party is a legal entity, conflict with or violate any provision of the organizational documents of StockholderStockholder Party, or (B) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule notice or regulation Law applicable to Stockholder Party or to StockholderStockholder Party’s property or assets, except, in the case of clause (B), that would not reasonably be expected to impair, individually or in the aggregate, StockholderStockholder Party’s ability to fulfill its obligations under this Agreement. As of the date of this Agreement, there is no Action pending or, to the knowledge of a StockholderStockholder Party, threatened, against such Stockholder Party or any of StockholderStockholder Party’s Affiliates or any of their respective assets or properties that would materially interfere with such StockholderStockholder Party’s ability to perform his, her or its obligations pursuant to this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Stockholders' Agreement (AST SpaceMobile, Inc.), Stockholders' Agreement (Sky Harbour Group Corp), Stockholders’ Agreement (InterPrivate III Financial Partners Inc.)
No Conflicts; Litigation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will will, (Aa) if such Stockholder is a legal entity, conflict with or violate any provision of the organizational documents of Stockholder, such Stockholder or (Bb) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or to such Stockholder’s property or assets, except, in the case of this clause (Bb), that would not reasonably be expected to impair, individually or in the aggregate, such Stockholder’s ability to fulfill its obligations under this Agreement. As of the date of this Agreement, there is no Action pending or, to the knowledge of a such Stockholder, threatened, against such Stockholder or any of such Stockholder’s Affiliates or any of their respective assets or properties that would materially interfere with such Stockholder’s ability to perform his, her his or its obligations pursuant to under this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Stockholders Agreement (Aeva Technologies, Inc.), Business Combination Agreement (New Beginnings Acquisition Corp.), Stockholders Agreement (Airspan Networks Holdings Inc.)
No Conflicts; Litigation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (A) if such Stockholder Holder is a legal entity, conflict with or violate any provision of the organizational documents of StockholderHolder, or (B) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, lawLaw, ordinance, rule or regulation applicable to Stockholder Holder or to StockholderHolder’s property or assets, except, in the case of clause (B), that would not reasonably be expected to materially impair, individually or in the aggregate, StockholderHolder’s ability to fulfill its obligations under this Agreement. As of the date of this Agreement, there is no Action action pending or, to the knowledge of a StockholderHolder, threatened, against such Stockholder Holder or any of StockholderHolder’s Affiliates or any of their respective assets or properties that would materially interfere with such StockholderHolder’s ability to perform his, her or its obligations pursuant to this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Investor's Rights Agreement (Independence Contract Drilling, Inc.), Investor's Rights Agreement (Independence Contract Drilling, Inc.)
No Conflicts; Litigation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with the terms hereof, will (A) if such Stockholder is a legal entity, conflict with or violate any provision of the organizational documents of Stockholder, or (B) violate, conflict with or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Stockholder or to Stockholder’s property or assets, except, in the case of clause (B), that would not reasonably be expected to impair, individually or in the aggregate, Stockholder’s ability to fulfill its obligations under this Agreement. As of the date of this Agreement, there is no Action Legal Proceeding (as defined in the Merger Agreement) pending or, to the knowledge of a Stockholder, threatened, against such Stockholder or any of Stockholder’s Affiliates or any of their respective assets or properties that would materially interfere with such Stockholder’s ability to perform his, her or its obligations pursuant to this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (BuzzFeed, Inc.), Voting Agreement (890 5th Avenue Partners, Inc.)