No Conflicts or Consents. (i) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (B) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties or assets is or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the Subject Securities pursuant to, any contract, agreement or understanding to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's affiliates or properties is or may be bound or affected. (ii) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, require (A) any consent, authorization or permit of, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, or (B) any consent or approval of any other Person.
Appears in 13 contracts
Samples: Stockholder Agreement (Prima Energy Corp), Stockholder Agreement (Prima Energy Corp), Stockholder Agreement (Prima Energy Corp)
No Conflicts or Consents. (ia) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (Bi) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's ’s properties or assets is or may be bound or affectedaffected in any material respect; or (Cii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien encumbrance or restriction on any of the Subject Securities pursuant to, any contract, agreement or understanding material Contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's ’s affiliates or properties is or may be bound or affected.
(iib) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, require (A) any consent, authorization or permit of, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, or (B) any consent or approval of any other Person, except where the failure to obtain such consent or approval would not materially interfere with Stockholder’s ability to perform Stockholder’s obligations under this Agreement.
Appears in 3 contracts
Samples: Voting Agreement, Voting Agreement (Cavium, Inc.), Voting Agreement (Marvell Technology Group LTD)
No Conflicts or Consents. (i) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not: , (Ai) to the Stockholder’s knowledge, conflict with or violate any certificate of incorporation Law or bylaws or equivalent organizational documents of the Stockholder, (B) conflict with or violate any law, rule, regulation, order, decree or judgment Judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties or assets is or may be bound or affected; or , (Cii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien encumbrance or restriction on any of the its Subject Securities pursuant to, any contractagreement, agreement contract or understanding other arrangement (whether written or oral) to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's affiliates or properties is or may be bound or affected.
(ii) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, require (A) any consent, authorization or permit of, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, affected or (Biii) require any consent or approval of any other Person; provided, however, that the failure of clauses (i), (ii) or (iii) of this representation to be true and correct in all respects shall not be a breach of this Agreement if such failure does not, in any manner, impair or delay the ability of such Stockholder to perform its obligations under this Agreement or invalidate (in whole or in part) any actions taken pursuant to this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Gasco Energy Inc), Voting Agreement (Brek Energy Corp)
No Conflicts or Consents. (ia) The execution and delivery of this Voting Agreement by the such Stockholder do not, and the performance by such Stockholder of such Stockholder’s obligations under this Voting Agreement by the such Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (Bi) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the such Stockholder or by which the such Stockholder or any of the such Stockholder's ’s properties or assets is or may be bound or affected; or (Cii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien or restriction on any of the Subject Securities Shares pursuant to, any contract, agreement or understanding contract to which the such Stockholder is a party or by which the such Stockholder or any of the such Stockholder's ’s affiliates or properties is or may be bound or affected.
(iib) The execution and delivery of this Voting Agreement by the such Stockholder do not, and the performance of this Voting Agreement by the such Stockholder will not, require (A) any consent, authorization or permit of, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, or (B) any consent or approval of any Person. No consent of such Stockholder’s spouse, if any, is necessary under “community property” or other Personlaws in order for such Stockholder to enter into and perform its obligations under this Voting Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Stratex Oil & Gas Holdings, Inc.), Voting Agreement (RICHFIELD OIL & GAS Co)
No Conflicts or Consents. (ia) The execution and delivery of this Agreement and the Proxy by the Stockholder do not, and the performance of this Agreement and the Proxy by the Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (Bi) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's ’s properties or assets is or may be bound or affected; or (Cii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien encumbrance or restriction on any of the Subject Securities pursuant to, any contract, agreement or understanding Contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's ’s affiliates or properties is or may be bound or affected; or (iii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder.
(iib) The execution and delivery of this Agreement and the Proxy by the Stockholder do not, and the performance of this Agreement and the Proxy by the Stockholder will not, require (A) any consent, authorization or permit of, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, or (B) any consent or approval of any other PersonPerson or Governmental Authority.
Appears in 2 contracts
Samples: Voting Agreement (Bravo Holdco), Voting Agreement and Proxy (Bravo Holdco)
No Conflicts or Consents. (ia) The execution and delivery of this Voting Agreement and the Proxy by the Stockholder Holder do not, and the performance of this Voting Agreement and the Proxy by the Stockholder Holder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (Bi) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder Holder or by which the Stockholder he or any of the Stockholder's his properties or assets is or may be bound or affectedaffected and, if Holder is not an individual, Holder's certificate of incorporation, formation certificate, partnership agreement or comparable organizational document; or (Cii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien encumbrance or restriction on any of the Subject Securities pursuant to, any contract, agreement or understanding contract to which the Stockholder Holder is a party or by which the Stockholder Holder or any of the Stockholder's his affiliates or properties is or may be bound or affected.
(iib) The execution and delivery of this Voting Agreement and the Proxy by the Stockholder Holder do not, and the performance of this Voting Agreement and the Proxy by the Stockholder Holder will not, require (A) any consent, authorization or permit of, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, or (B) any consent or approval of any other Person.
Appears in 2 contracts
Samples: Voting Agreement (Total Sports Inc), Voting Agreement (Total Sports Inc)
No Conflicts or Consents. (i) The execution and delivery of this Agreement by the Stockholder do does not, and the performance of this Agreement by the Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (B) subject to the consent of the Company (which consent of the Company has been obtained), conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties or assets is or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the Subject Securities pursuant to, any contract, agreement or understanding contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's affiliates or properties is or may be bound or affectedaffected except that the consent of the Company (which consent of the Company has been obtained), are required for any Transfer, including the execution of this Agreement.
(ii) The Except for the consent of the Company and (which consent of the Company has been obtained) the execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, require (A) any consent, authorization or permit of, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, or (B) any consent or approval of any other Person.
Appears in 1 contract
Samples: Stockholder Agreement (Wiser Oil Co)
No Conflicts or Consents. (ia) The execution and delivery of this Voting Agreement and the Proxy by the Stockholder Shareholder do not, and the performance of this Voting Agreement and the Proxy by the Stockholder Shareholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (Bi) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder Shareholder or any of Shareholder's Associated Parties or by which the Stockholder Shareholder or any of the Stockholder's its properties or assets any properties of Shareholder's Associated Parties is or may be bound or affected; or (Cii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien Encumbrance or restriction on any of the Subject Securities pursuant to, any contract, agreement contract or understanding other instrument to which the Stockholder Shareholder is a party or by which the Stockholder Shareholder or any of the StockholderShareholder's affiliates or properties is or may be bound or affected.
(iib) The execution and delivery of this Voting Agreement and the Proxy by the Stockholder Shareholder do not, and the performance of this Voting Agreement and the Proxy by the Stockholder Shareholder will not, require (A) any consentauthorization, authorization or permit ofinstruction, or filing with or notification to, any Governmental Entity, other than any filings required under the Exchange Act, or (B) any consent or approval of any other Person.
Appears in 1 contract
Samples: Voting Agreement (Titan Corp)