No Conflicts, No Defaults and Consents. The execution and -------------------------------------- delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not: (i) conflict with or violate any order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder's properties or Shares is bound or affected; (ii) violate any agreement to which Stockholder is a party or is subject, including, without limitation, any voting agreement or voting trust; (iii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, option on, right to acquire, or any encumbrance or security interest in or to any of the Shares, pursuant to any written, oral or other agreement, contract or legally binding commitment to which Stockholder is a party or by which Stockholder or any of the Shares is bound or affected, or (iv) require any written, oral or other agreement, contract or legally binding commitment of any third party.
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not: (i) conflict with or violate any order, decree or judgment applicable to Shareholder or by which Shareholder or any of Shareholder’s properties, including the Shares, is bound or affected, (ii) conflict with or violate any agreement to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust, (iii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Security Interest in or to the Shares, pursuant to any Contract to which Shareholder is a party or by which Shareholder or any of the Shares is bound or affected, (iv) require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person or any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby, except for filings with the Israel Securities Authority or Tel Aviv Stock Exchange and required disclosures in connection with this Agreement and the transactions contemplated hereby, (v) constitute a violation of any Law applicable to Shareholder, or (vi) render any state takeover statute or similar statute or regulation applicable to the Share Exchange or any of the other Transactions.
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by Chucktaylor does not, and the performance of this Agreement by Chucktaylor will not: (i) conflict with or violate any order, decree or judgment applicable to Chucktaylor or by which Chucktaylor or any of Chucktaylor’s properties, including the Shares, is bound or affected, (ii) conflict with or violate any agreement to which Chucktaylor is a party or is subject, including, without limitation, any voting agreement or voting trust, (iii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Security Interest in or to the Shares, pursuant to any Contract to which Chucktaylor is a party or by which Chucktaylor or any of the Shares is bound or affected, (iv) require any Contract of any third party, (v) require Chucktaylor to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person or any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby, except for filings with the Securities and Exchange Commission or stock exchange required disclosures as may be required in connection with this Agreement and the transactions contemplated hereby, or (vi) constitute a violation of any Law applicable to Chucktaylor, or (vii) render any state takeover statute or similar statute or regulation applicable to the Merger or any of the other Transactions, excluding in cases of clauses (i), (ii), (iii), (iv) and (v) above, conflicts, violations, breaches, defaults, rights, creations of any material Security Interest, Contracts, filings, notices, approvals, consents, ratifications, waivers, or other authorizations that would not reasonably be expected to constitute, individually or in the aggregate, a Chucktaylor MAE (as defined in the Merger Agreement).
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not: (i) conflict with or violate any order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder's properties or Stockholder Shares is bound or affected; (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Stockholder Shares pursuant to, any written, oral or other agreement, contract or legally binding commitment to which Stockholder is a party or by which Stockholder or any of Stockholder's properties (including, without limitation, the Stockholder Shares) is bound or affected, or (iii) require any written, oral or other agreement, contract or legally binding commitment of any third party.
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder will not: (i) conflict with or violate any order, decree or judgment applicable to such Shareholder or by which such Shareholder or any of such Shareholder’s properties or Shares is bound or affected; (ii) conflict with or violate any agreement to which such Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust; (iii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, option on, right to acquire, or any encumbrance or security interest in or to such Shareholder’s Shares, pursuant to any written, oral or other agreement, contract or legally binding commitment to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s Shares is bound or affected, or (iv) require any written, oral or other agreement, contract or legally binding commitment of any third party.
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (a) conflict with or violate any order, decree or judgment applicable to the Company or by which the Company is bound or affected; (b) conflict with or violate any agreement to which the Company is a party or is subject, including, without limitation, any voting agreement or voting trust; (c) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction or adverse claim, pursuant to any agreement, contract or legally binding commitment to which the Company is a party or by which the Company is bound or affected, or (d) require any agreement, contract or legally binding commitment of any third party, except in the case of such matters under clauses (a) through (d) which, individually or in the aggregate, would not materially adversely affect the ability of the Company to perform its obligations under this Agreement.
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not: (i) conflict with or violate any order, decree or judgment applicable to Shareholder or by which Shareholder or any of Shareholder’ properties, including the Shares, is bound or affected, (ii) conflict with or violate any agreement to which Shareholder is a party or is subject, including, without limitation, any voting agreement or voting trust, (iii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Security Interest in or to the Shares, pursuant to any Contract to which Shareholder is a party or by which Shareholder or any of the Shares is bound or affected, (iv) require any Contract of any third party, (v) require Shareholder to make any filing with or give any notice to, or obtain any approval, consent, ratification, waiver or other authorization from, any Person or any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereby, except for filings with the SEC, Israel Securities Authority or Tel Aviv Stock Exchange required disclosures as may be required in connection with this Agreement and the transactions contemplated hereby, (vi) constitute a violation of any Law applicable to Shareholder, or (vii) render any state takeover statute or similar statute or regulation applicable to the Share Exchange or any of the other Transactions; excluding in cases of clauses (i)-(vi) above, conflicts, violations, breaches, defaults, rights, creations of any material Security Interest, Contracts, filings, notices, approvals, consents, ratifications, waivers, or other authorizations that would not reasonably be expected to constitute, individually or in the aggregate, an OIL MAE.
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (a) conflict with or violate any order, decree or judgment applicable to the Stockholder or by which he or she or any of the Shares is bound or affected; (b) conflict with or violate any agreement to which the Stockholder is a party or is subject, including, without limitation, any voting agreement or voting trust; (c) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, option on, right to acquire, or any encumbrance or security interest in or to the Shares, pursuant to any agreement, contract or legally binding commitment to which the Stockholder is a party or by which the Stockholder or any of the Shares is bound or affected, or (d) require any agreement, contract or legally binding commitment of any third party, except in the case of such matters under clauses (a) through (d) which, individually or in the aggregate, would not materially adversely affect the ability of Stockholder to perform his or her obligations under this Agreement.
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not: (i) conflict with or violate any order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder's properties or Shares is bound or affected; (ii) violate any agreement
No Conflicts, No Defaults and Consents. The execution and delivery of this Agreement by Investor does not, and the performance of this Agreement by Investor will not: (i) conflict with or violate any order, decree or judgment applicable to Investor or by which Investor or any of Investor's properties or Investor Shares is bound or affected; (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Investor Shares pursuant to, any written, oral or other agreement, contract or legally binding commitment to which Investor is a party or by which Investor or any of Investor's properties (including, without limitation, the Investor Shares) is bound or affected, or (iii) require any written, oral or other agreement, contract or legally binding commitment of any third party.
