Common use of No Conflicts or Consents Clause in Contracts

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Appears in 12 contracts

Samples: Voting and Support Agreement (KKR Credit Advisors (US) LLC), Voting and Support Agreement (KKR Credit Advisors (US) LLC), Voting and Support Agreement (KKR Credit Advisors (US) LLC)

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No Conflicts or Consents. (a) The execution and delivery of this Agreement and by the Proxy by Stockholder do Shareholder does not, and the performance of this Agreement and by the Proxy by Stockholder Shareholder will not: (iA) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder the Shareholder or by which Stockholder the Shareholder or any of Stockholderthe Shareholder’s properties or assets is or may be bound or affected; or (iiB) 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 (other than Liens created by this Agreement) on any of the Subject Securities Shares pursuant to, any Contract contract, agreement or understanding to which Stockholder the Shareholder is a party or by which Stockholder the Shareholder or any of Stockholderthe Shareholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii)case, as except where any such conflicts, violations, breaches or defaults would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform StockholderShareholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement.

Appears in 11 contracts

Samples: Shareholder Agreement (Istar Financial Inc), Form of Shareholder Agreement (Istar Financial Inc), Form of Shareholder Agreement (Istar Financial Inc)

No Conflicts or Consents. (a) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affected, except in each the case of the foregoing clauses clause (i) and or (ii), as ) above where any of such events would not reasonably be expected have a material adverse effect on Stockholder or otherwise impair Stockholder's ability to impair, adversely affect or delay the ability of such Stockholder to perform satisfy Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder.

Appears in 2 contracts

Samples: Voting Agreement (Gilead Sciences Inc), Voting Agreement (Gilead Sciences Inc)

No Conflicts or Consents. (ai) The execution and delivery of this Stockholder Agreement and the Proxy by Stockholder do not, and the performance of this Stockholder Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affected, except in each the case of the foregoing clauses clause (i) and or (ii), as ) above where any of such events would not reasonably be expected have a material adverse effect on Stockholder or otherwise impair Stockholder's ability to impair, adversely affect or delay the ability of such Stockholder to perform satisfy Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder.

Appears in 2 contracts

Samples: Stockholder Agreement (Hotjobs Com LTD), Agreement and Plan of Merger (Hotjobs Com LTD)

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not: (ia) assuming the Company’s, Parent’s and Merger Sub’s compliance with all applicable antitrust and competition laws, conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties Subject Securities is or may be bound bound; (b) if Stockholder is not an individual, violate, contravene or affectedconflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of Stockholder; or (iic) result in or constitute (with or without notice or lapse of time) any material breach of or material 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 (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties Subject Securities is or may be bound or affected, except except, in each case of the foregoing clauses (i) and (ii)case, as for any conflict, violation, breach, default or right which would not reasonably be expected to impair, adversely affect or delay in any material respect the ability of such Stockholder to perform Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder.

Appears in 2 contracts

Samples: Tender and Support Agreement (Horizon Therapeutics Public LTD Co), Tender and Support Agreement (Viela Bio, Inc.)

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affectedaffected (other than any necessary filings under the HSR Act or the Exchange Act), except in each case of the foregoing clauses (i) and (ii)for any such breaches, as defaults or other occurrences that would not reasonably be expected to impair, adversely affect prevent or delay the ability performance by Stockholder of such Stockholder to perform Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement.

Appears in 2 contracts

Samples: Stockholder Agreement (Triangle Pharmaceuticals Inc), Stockholder Agreement (Gilead Sciences Inc)

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by such Stockholder do not, and the performance of this Agreement and the Proxy by such Stockholder will not: (i) if such Stockholder is an Entity, conflict with or violate any of the charter or organizational documents of such Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of such Stockholder; (ii) conflict with or violate in any material respect any Law or Order applicable to such Stockholder or by which such Stockholder or any of Stockholder’s its properties is or may be bound or affected; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the such Stockholder’s Subject Securities pursuant to, any Contract to which such Stockholder is a party or by which such Stockholder or any of Stockholder’s affiliates its Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Appears in 2 contracts

Samples: Form of Voting Agreement (Alteryx, Inc.), Voting Agreement (Momentive Global Inc.)

No Conflicts or Consents. (a) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affectedaffected that would in any way restrict, except in each case limit or interfere with the performance of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby.

Appears in 1 contract

Samples: Voting Agreement (Opnext Inc)

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No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affected; other than, except in each case of the foregoing clauses (i) and (ii)case, as would not reasonably be expected to impair, adversely affect prevent or materially delay or impair the ability consummation by Stockholder of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisby this Agreement.

Appears in 1 contract

Samples: Execution Copy Voting Agreement (Amag Pharmaceuticals Inc.)

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected; other than, except in each case of the foregoing clauses (i) and (ii)case, as would not reasonably be expected to impair, adversely affect prevent or materially delay or impair the ability consummation by Stockholder of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisby this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Warburg Pincus Private Equity Viii L P)

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder Shareholder do not, and the performance of this Agreement and the Proxy by Stockholder Shareholder will not: (i) conflict with or violate any Law or Order applicable to Stockholder Shareholder or by which Stockholder Shareholder or any of StockholderShareholder’s assets or properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person 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 (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder Shareholder is a party or by which Stockholder Shareholder or any of StockholderShareholder’s affiliates affiliates, assets or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder Shareholder to perform StockholderShareholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Appears in 1 contract

Samples: Form of Voting and Support Agreement (Callon Petroleum Co)

No Conflicts or Consents. (a) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affectedaffected that would in any way restrict, except in each case limit, or interfere with the performance of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby.

Appears in 1 contract

Samples: Voting Agreement (Oclaro, Inc.)

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not, subject in all respects to the rights of Stockholder’s lenders pursuant to its senior secured term loan: (i) conflict with or violate any Law or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) 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 (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected. (b) The execution and delivery of this Agreement by Stockholder does not, except and the performance of this Agreement by Stockholder will not, require any consent of any Person, subject in each case all respects to the rights of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or lenders pursuant to consummate the transactions contemplated hereby on a timely basis.its senior secured term loan. 4.3

Appears in 1 contract

Samples: Execution Version Voting and Support Agreement (Altisource Portfolio Solutions S.A.)

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