No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement. (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 9 contracts
Samples: Voting Agreement (Apollo Real Estate Investment Fund L P/Ny), Voting Agreement (Schuler Homes Inc), Voting Agreement (WPH Schuler LLC)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance consummation of the Transactions and compliance with the provisions of this Agreement by such Stockholder will not, (i) conflict with with, or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any rights a right of amendment, renegotiation, termination, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under or to the increase of obligations under, or result in the creation of a lien or encumbrance on any assets Lien upon any of such Stockholder, including such the Major Stockholder's Subject SharesExisting Shares pursuant to (i) its organizational documents (if applicable), pursuant to(ii) any Contract, or (iii) (A) any notejudgment, bondorder or decree or (B) any statute, mortgagetreaty, indentureconvention, contractdirective, agreementlaw, leaseordinance, licenserule, permitregulation, franchise order or other instrument or obligation restriction, in each case applicable to which such Stockholder is a party or by which such the Major Stockholder or any of such Stockholder's assets is bound its owned, licensed or affectedleased properties or assets, exceptother than, in the case of clauses (ii) and (iii), for any such breachesconflicts, defaults violations, defaults, rights, losses or other occurrences that Liens that, individually and in the aggregate, would not prevent or delay reasonably be expected to impair the performance by such ability of the Major Stockholder of such Stockholder's to perform its obligations under this Agreement.
(b) The No consent, approval, order or authorization of, action by or in respect of, or registration, recordation, declaration or filing with, any Governmental Entity is required by or with respect to the Major Stockholder in connection with the execution and delivery of this Agreement by such the Major Stockholder does notor the consummation by the Major Stockholder of the transactions, except for (i) the filing of a premerger notification and report form by the Company under the HSR Act, and any applicable filings and approvals under Foreign Antitrust Laws; (ii) the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with the Commission of such reports under Section or notification to, any governmental or regulatory authority (other than any necessary filing under 16(a) of the Exchange Act), domestic or foreign, except where as may be required in connection with this Agreement and the failure to obtain transactions contemplated by this Agreement; and (iii) such other consents, approvals, authorizations orders, authorizations, registrations, recordations, declarations and filings the failure of which to be made or permitsobtained, individually or to make such filings or notificationsin the aggregate, would not prevent or delay be expected to impede the performance by such ability of the Major Stockholder of such Stockholder's to perform its obligations under this Agreement.
Appears in 6 contracts
Samples: Tender and Voting Agreement (Firepond Inc), Tender and Voting Agreement (Firepond Inc), Tender and Voting Agreement (Firepond Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance consummation of the transactions and compliance with the provisions of this Agreement by such Stockholder will not, (i) conflict with with, or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any rights a right of amendment, renegotiation, termination, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under or to the increase of obligations under, or result in the creation of a lien any Lien upon any of the properties or encumbrance on any assets of such Stockholderowned by, including such Stockholder's Subject Shares, pursuant or licensed to, or leased by the Parent or the Purchaser under, (i) the certificate of incorporation or bylaws of the Parent or the comparable organizational documents of the Parent, (ii) any noteContract applicable to the Parent or the Purchaser or their respective properties or assets or (iii) (A) any judgment, bondorder or decree or (B) any statute, mortgagetreaty, indentureconvention, contractdirective, agreementlaw, leaseordinance, licenserule, permitregulation, franchise order or restriction, in each case applicable to the Parent or the Purchaser or their respective owned, licensed or leased properties or assets, other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, exceptthan, in the case of clauses (ii) and (iii), for any such breachesconflicts, defaults violations, defaults, rights, losses or other occurrences that Liens that, individually and in the aggregate, would not reasonably be expected to (x) have a Material Adverse Effect on the Parent or (y) impair the ability of the Parent or the Purchaser to perform its obligations under this Agreement or (z) prevent or delay the performance consummation of the transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The No consent, approval, order or authorization of, action by or in respect of, or registration, recordation, declaration or filing with, any Governmental Entity is required by or with respect to the Parent or the Purchaser in connection with the execution and delivery of this Agreement by such Stockholder does notthe Parent or the Purchaser or the consummation by the Parent or the Purchasers of the transactions contemplated by this Agreement, except for (a) the filing of a premerger notification and report form by the Parent under the HSR Act, and any applicable filings and approvals under Foreign Antitrust Laws; (b) the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with the Commission of such reports under Section 13(d) or notification to, any governmental or regulatory authority (other than any necessary filing under 16(a) of the Exchange Act), domestic or foreign, except where as may be required in connection with this Agreement and the failure to obtain transactions contemplated by this Agreement; and (c) such other consents, approvals, authorizations orders, authorizations, registrations, recordations, declarations and filings the failure of which to be made or permitsobtained, individually or to make such filings or notificationsin the aggregate, would not be expected to (x) have a Material Adverse Effect on the Parent or (y) impair the ability of the Parent or the Purchaser to perform its obligations under this Agreement or (z) prevent or delay the performance consummation of the transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 6 contracts
Samples: Tender and Voting Agreement (Firepond Inc), Tender and Voting Agreement (Firepond Inc), Tender and Voting Agreement (Firepond Inc)
No Conflicts; Required Filings and Consents. (a) .
(a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust the family limited partnership agreement or other similar by-laws or equivalent organizational documents relating to any trust of which such Stockholder is trusteeStockholder, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.02(b) of this Agreement have been made, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such any property or asset of Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any property or asset of such Stockholder's assets Stockholder is bound or affected, except, in the case of clauses (ii) and with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the performance by such transactions contemplated herein or otherwise prevent or materially delay Stockholder of such Stockholder's from performing its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreignGovernmental Authority, except (i) for applicable requirements, if any, of the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the performance by such transactions contemplated herein, or otherwise prevent Stockholder of such Stockholder's from performing its obligations under this Agreement.
Appears in 4 contracts
Samples: Option Agreement (Rubicon Medical Corp), Option Agreement (Rubicon Medical Corp), Option Agreement (Rubicon Medical Corp)
No Conflicts; Required Filings and Consents. (a) The Except as would not materially impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 2.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The Except as would not materially impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under or with respect to the HSR Act, the Exchange Act, the Securities Act, the American Stock Exchange or other securities or blue sky law), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 4 contracts
Samples: Support and Exchange Agreement (Loeb Partners Corp), Support and Exchange Agreement (Oriole Homes Corp), Support and Exchange Agreement (Levy Richard D)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of to which such Stockholder is trustee, or the Owned Shares are subject; (ii) conflict with or violate the articles of incorporation, by-laws or similar organizational documents to which Stockholder or the Owned Shares are subject; (iii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is are bound or affected affected; or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any assets of such Stockholder, including such including, without limitation, Stockholder's Subject Owned Shares, pursuant to, to any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is are bound or affected, except, except in the case cases of clauses (iiiii) and or (iii)iv) of this Section 3.2, for any such conflicts, violations, breaches, defaults or creation of such other occurrences rights, that would not materially impair the ability of Stockholder to perform its obligations hereunder or prevent or delay the performance by such Stockholder consummation of such Stockholder's obligations under this Agreementany of the transactions contemplated hereby.
(b) The execution and delivery of this Agreement and the Proxy by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 4 contracts
Samples: Secondary Voting Agreement (Grupo Grifols Sa), Secondary Voting Agreement (Seracare Inc), Primary Voting Agreement (Seracare Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Signatory Stockholder does not, and the performance of this Agreement by such Signatory Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Signatory Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Signatory Stockholder or by which such Signatory Stockholder or any of such Signatory Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Signatory Stockholder, including including, without limitation, such Signatory Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Signatory Stockholder is a party or by which such Signatory Stockholder or any of such Signatory Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Signatory Stockholder of such Signatory Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Signatory Stockholder does not, and the performance of this Agreement by such Signatory Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Signatory Stockholder of such Signatory Stockholder's obligations under this Agreement.
Appears in 4 contracts
Samples: Stockholders Agreement (Workgroup Technology Corp), Stockholders Agreement (Magnusson Johan), Stockholders Agreement (Ashton Robert B)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or the Stockholder Subsidiaries or by which such the Stockholder or any of such the Stockholder Subsidiaries or the Stockholder's properties is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholderthe Stockholder or the Stockholder Subsidiaries, including such Stockholder's Subject including, without limitation, the Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder or any of the Stockholder Subsidiaries is a party or by which such the Stockholder or any of such the Stockholder's or any of the Stockholder Subsidiaries' assets is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder or any of such Stockholder's the Stockholder Subsidiaries of the obligations to be performed by it under this Agreement.
(b) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder and the Stockholder Subsidiaries will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange ActAct or approvals or consents required under applicable antitrust or competition laws), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder or any of such the Stockholder Subsidiaries of the Stockholder's obligations under this Agreement.
Appears in 3 contracts
Samples: Stockholder Agreement (Unitrin Inc), Stockholder Agreement (Northrop Grumman Corp), Stockholder Agreement (Unitrin Inc)
No Conflicts; Required Filings and Consents. (a1) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such including, without limitation, Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b2) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's his obligations under this Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Kc Holding Corp), Voting Agreement (Lerdal Mark D), Voting Agreement (Lerdal Mark D)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement the Certificate of Incorporation or By-Laws or similar organizational document of such Stockholder (in the case of a Stockholder that is a corporation, partnership or other similar documents relating to any trust of which such Stockholder is trusteelegal entity), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder it or any of such Stockholder's its properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including Stockholder or (if such Stockholder's Subject Shares, Stockholder purports to be a corporation) any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent cause or delay the create a material risk of non-performance or delayed performance by such Stockholder of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "EXCHANGE ACT"), and the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's its obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sun Healthcare Group Inc), Stockholders Stock Option and Proxy Agreement (Sun Healthcare Group Inc), Stockholders Stock Option and Proxy Agreement (Dura Pharmaceuticals Inc/Ca)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, (i) contravene, conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such StockholderShareholder's properties is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder, including including, without limitation, such StockholderShareholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such StockholderShareholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Software Spectrum Inc), Voting Agreement (Software Spectrum Inc), Voting Agreement (Level 3 Communications Inc)
No Conflicts; Required Filings and Consents. (ai) The execution and delivery of this Agreement by such Stockholder does MCI do not, and the performance of this Agreement by such Stockholder MCI will not, (iA) conflict with or violate any trust agreement the Certificate of Incorporation or other similar documents relating to any trust By-laws of which such Stockholder is trusteeMCI, (B) assuming all consents, approvals, authorizations and permits described in subsection (ii) have been obtained and all filings and obligations described in subsection (ii) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder MCI or by which such Stockholder any property or any asset of such Stockholder's properties MCI is bound or affected or (iiiC) if applicable, result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, MCI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder MCI is a party or by which such Stockholder MCI or any property or asset of such Stockholder's assets MCI is bound or affected, except, in the case of with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, breaches, defaults or other occurrences that which would not neither, individually or in the aggregate, prevent or nor materially delay the performance by such Stockholder MCI of such Stockholder's any of its obligations under pursuant to this Agreement.
(bii) The Subject to the receipt of the Bankruptcy Court Approval, the execution and delivery of this Agreement by such Stockholder does MCI do not, and the performance of this Agreement by such Stockholder MCI will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any governmental or regulatory authority Governmental Authority, except (other than any necessary filing under A) for applicable requirements, if any, of the Securities Act of !933, as amended, the Exchange Act), domestic Act or foreign, except state securities laws or (B) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder MCI of such Stockholder's any of its obligations under pursuant to this Agreement.
Appears in 3 contracts
Samples: Tender Agreement (Digex Inc/De), Tender Agreement (Digex Inc/De), Tender Agreement (Digex Inc/De)
No Conflicts; Required Filings and Consents. (ai) The execution and delivery of this Agreement by such the Stockholder does do not, and the performance of this Agreement by such the Stockholder will not, (iA) conflict with or violate any trust agreement or other similar the organizational documents relating to any trust of which such Stockholder is trusteethe Stockholder, (B) assuming all consents, approvals, authorizations and permits described in subsection (ii) have been obtained and all filings and obligations described in subsection (ii) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such any property or asset of the Stockholder or any of such Stockholder's properties is bound or affected or (iiiC) if applicable, result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any property or asset of such Stockholder's assets the Stockholder is bound or affected, except, in the case of with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, breaches, defaults or other occurrences that which would not neither, individually or in the aggregate, prevent or nor materially delay the performance by such the Stockholder of such Stockholder's any of its obligations under pursuant to this Agreement.
(bii) The execution and delivery of this Agreement by such the Stockholder does do not, and the performance of this Agreement by such the Stockholder will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any governmental or regulatory authority Governmental Authority, except (other than any necessary filing under A) for applicable requirements, if any, of the Securities Act of !933, as amended, the Exchange Act), domestic Act or foreign, except state securities laws or (B) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay the performance by such the Stockholder of such Stockholder's any of its obligations under pursuant to this Agreement.
Appears in 3 contracts
Samples: Tender Agreement (Digex Inc/De), Tender Agreement (Digex Inc/De), Tender Agreement (Digex Inc/De)
No Conflicts; Required Filings and Consents. (a) The execution and Neither the execution, delivery of this Agreement by such Stockholder does not, and the or performance of this Agreement by such Stockholder Merger Sub or Parent, nor the consummation of the transactions contemplated hereby, nor compliance by Merger Sub or Parent with any provision hereof will not, (i) violate, conflict with or violate result in a breach of any trust agreement provision of the Charter Documents or other similar documents relating to any trust Governing Documents of which such Stockholder is trusteeMerger Sub or Parent, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute cause a default (or an event that with notice or lapse of time or both would become a default) under, or give rise to others any rights right of termination, cancellation or acceleration or cancellation ofloss of a material benefit under, or result in the creation of a lien any lien, charge or other encumbrance on upon any of the properties or assets of such StockholderMerger Sub or Parent under any of the terms, including such Stockholder's Subject Shares, pursuant to, conditions or provisions of any note, license, bond, mortgagedeed of trust, mortgage or indenture, contractor any other material instrument, agreement, lease, license, permit, franchise obligation or other instrument or obligation agreement to which such Stockholder Merger Sub or Parent is a party or by which such Stockholder its properties or assets may be bound or (iii) violate any law, judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Merger Sub or Parent or binding upon any of such Stockholder's assets is bound or affectedits properties, exceptexcept for, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that violations which would not prevent not, individually or delay in the performance by such Stockholder of such Stockholder's obligations under this Agreementaggregate, reasonably be expected to have a Parent Material Adverse Effect.
(b) The No filing or registration with or notification to and no permit, authorization, consent or approval of any Governmental Entity is required to be obtained, made or given by Merger Sub or Parent in connection with the execution and delivery of this Agreement or the consummation by Merger Sub of the Merger or other transactions contemplated hereby except (i) (A) in connection with the applicable requirements of the HSR Act, (B) the filing of a Registration Statement (defined in Section 3.26 hereof) with the SEC, in accordance with the Securities Act, as further described in Section 3.26 hereof or (C) such Stockholder does notconsents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the performance laws of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit ofcountry other than the United States, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except ii) where the failure to obtain any such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent not, individually or delay in the performance by such Stockholder of such Stockholder's obligations under this Agreementaggregate, reasonably be expected to have a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Microsemi Corp), Merger Agreement (Advanced Power Technology Inc), Merger Agreement (Qlogic Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trusteestatute, (ii) conflict with or violate any law, ordinance, rule, regulation, order, decree or judgment or decree applicable to such Stockholder or by which such Stockholder he, she or it or any of such Stockholder's its assets or properties (including, without limitation, its Tendered Shares) is bound or affected affected, or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time time, or both would become a defaultboth) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any of the property or assets of such Stockholder, including such Stockholder's Subject including, without limitation, its Tendered Shares, pursuant to, to any note, bond, mortgage, indenture, indenture or other loan document provision or other contract, agreement, lease, license, permitfranchise, franchise permit or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The Except for such filings as are contemplated by the Acquisition Agreement and except for filings required under applicable securities laws, the execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, Governmental Authority except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such Stockholder's its obligations under this Agreement.
Appears in 3 contracts
Samples: Tender Agreement (Parker Hannifin Corp), Tender Agreement (Parker Hannifin Corp), Tender Agreement (Denison International PLC)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Parent and Purchaser does not, and the performance of this Agreement by such Stockholder Parent and Purchaser will not, (i) conflict with or violate result in any trust agreement breach of any provision of the respective certificate of incorporation, bylaws or other similar documents relating to any trust of which such Stockholder is trusteethe respective party, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Parent and Purchaser or by which such Stockholder Parent and Purchaser or any of such StockholderPurchaser's or Parent's properties is bound or affected or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderParent and Purchaser, including such Stockholderincluding, without limitation, Purchaser's Subject or Parent's Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Parent and Purchaser is a party or by which such Stockholder Purchaser or Parent or any of such StockholderPurchaser's or Parent's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such material breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Parent and Purchaser of such StockholderPurchaser's and Parent's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder Parent and Purchaser does not, and the performance of this Agreement by such Stockholder Parent and Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Parent and Purchaser of such StockholderPurchaser's and Parent's obligations under this Agreement.
Appears in 2 contracts
Samples: Support Agreement (Data Research Associates Inc), Support Agreement (McGuire Acquisition Inc)
No Conflicts; Required Filings and Consents. (ai) The execution and delivery of this Agreement by such Stockholder does MCI do not, and the performance of this Agreement by such Stockholder MCI will not, (iA) conflict with or violate any trust agreement the Certificate of Incorporation or other similar documents relating to any trust By-laws of which such Stockholder is trusteeMCI, (B) assuming all consents, approvals, authorizations and permits described in subsection (ii) have been obtained and all filings and obligations described in subsection (ii) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder MCI or by which such Stockholder any property or any asset of such Stockholder's properties MCI is bound or affected or (iiiC) if applicable, result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, MCI pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder MCI is a party or by which such Stockholder MCI or any property or asset of such Stockholder's assets MCI is bound or affected, except, in the case of with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, breaches, defaults or other occurrences that which would not neither, individually or in the aggregate, prevent or nor materially delay the performance by such Stockholder MCI of such Stockholder's any of its obligations under pursuant to this Agreement.
(bii) The Subject to the receipt of the Bankruptcy Court Approval, the execution and delivery of this Agreement by such Stockholder does MCI do not, and the performance of this Agreement by such Stockholder MCI will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any governmental or regulatory authority Governmental Authority, except (other than any necessary filing under A) for applicable requirements, if any, of the Securities Act of 1933, as amended, the Exchange Act), domestic Act or foreign, except state securities laws or (B) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder MCI of such Stockholder's any of its obligations under pursuant to this Agreement.
Appears in 2 contracts
Samples: Tender Agreement (Digex Inc/De), Tender Agreement (Digex Inc/De)
No Conflicts; Required Filings and Consents. (a) .
(a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) assuming that all consents, approvals, authorizations and other actions described in Section 4.02(b) of this Agreement have been made, conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such any property or asset of Stockholder or any of such Stockholder's properties is bound or affected or (iiiii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any property or asset of such Stockholder's assets Stockholder is bound or affected, except, in the case of clauses with respect to clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the performance by such transactions contemplated herein or otherwise prevent or materially delay Stockholder of such Stockholder's from performing his obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreignGovernmental Authority, except (i) for applicable requirements, if any, of the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the performance by such transactions contemplated herein, or otherwise prevent Stockholder of such Stockholder's from performing his obligations under this Agreement.
Appears in 2 contracts
Samples: Option Agreement (Rubicon Medical Corp), Option Agreement (Rubicon Medical Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder FractionAir does not, and the performance of this Agreement and consummation of the Transactions by such Stockholder FractionAir will not, : (i) conflict with or violate any trust agreement the articles of incorporation or other similar documents relating to any trust by-laws of which such Stockholder is trusteeFractionAir, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 4.4(b) have been received, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder FractionAir or by which such Stockholder any property or any asset of such Stockholder's properties FractionAir is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, acceleration amendment, acceleration, or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, FractionAir pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which such Stockholder FractionAir is a party or by which such Stockholder FractionAir or any property or asset of such Stockholder's assets FractionAir is bound or affected, except, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences that of the type referred to above which would not have an FractionAir Material Adverse Effect or would not prevent or materially delay the performance by such Stockholder consummation of such Stockholder's obligations under this Agreementthe Merger.
(b) The execution and delivery of this Agreement by such Stockholder FractionAir does not, and the performance of this Agreement by such Stockholder FractionAir will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any governmental or regulatory authority authority, domestic, foreign or supranational (other than any necessary filing under a "Governmental Entity"), except for applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), domestic the Securities Act of 1933, as amended (the "Securities Act"), state securities or foreign"blue sky" laws ("Blue Sky Laws"), filing and recordation of the Articles of Merger as required by Nevada Law, and applications for listing and other filings required by the rules of the Nasdaq Bulletin Board or American Stock Exchange, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have an FractionAir Material Adverse Effect or would not prevent or materially delay the performance by such Stockholder consummation of such Stockholder's obligations under this Agreementthe Merger.
Appears in 2 contracts
Samples: Merger Agreement (Teda Travel Inc), Merger Agreement (Teda Travel Inc)
No Conflicts; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by such Stockholder does notany of the Purchasers, the performance by any the Purchasers of their respective obligations hereunder and the performance consummation by the Purchasers of this Agreement by such Stockholder the transactions contemplated hereby will not, (i) to the extent applicable, conflict with or violate its bylaws or other organizational documents, (ii) assuming that all Consents described in Section 4.3(b) hereof have been made or obtained, conflict with or violate any trust agreement or other similar documents relating Law applicable to any trust of which such Stockholder is trusteePurchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder a Purchaser or any of such Stockholder's the Purchasers’ respective properties is or assets may be bound or affected affected, or (iii) result in any a violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of a lien or encumbrance any Lien on any of the properties or assets of such Stockholder, including such Stockholder's Subject Shares, any Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder a Purchaser is a party or by which such Stockholder a Purchaser or any of such Stockholder's its properties or assets is may be bound or affected, exceptother than, in the case of clauses clause (ii) and or clause (iii)) above, for any such breaches, defaults or other occurrences violations that would not reasonably be expected to prevent or materially delay the performance by such Stockholder consummation of such Stockholder's obligations under this Agreementthe Tender Offer.
(b) The Other than (i) any filing with the Federal Competition Commission, (ii) the requirements of the Securities Law (including the CNBV and the SEC), and (iii) the appropriate applications, filings and notices to, and approval of, the SCT (listening to the opinion of COFETEL) and NYSE, none of the execution and delivery of this Agreement by such Stockholder does notthe Purchasers, and the performance by the Purchasers of this Agreement their obligations hereunder or the consummation by such Stockholder the Purchasers of the transactions contemplated hereby does or will not, require any consentConsent of any Governmental Entity except for any such Consents, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure of which to obtain such consents, approvals, authorizations be made or permits, or to make such filings or notificationsobtained, would not prevent or delay reasonably be expected to have a material adverse effect on the performance ability of the Purchasers to timely consummate the transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Recapitalization Agreement (Ventura Capital Privado, S.A. De C.V.), Recapitalization Agreement (Maxcom Telecommunications Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Warburg Pincus Equity Partners Lp), Voting Agreement (Hilltopper Holding Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Party does not, and the performance of this Agreement by such Stockholder Party will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder Party is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Party or by which such Stockholder Party or any of such StockholderParty's properties property is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderParty, including including, without limitation, such StockholderParty's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Party is a party or by which such Stockholder Party or any of such StockholderParty's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Party of such StockholderParty's obligations under this Agreement. Notwithstanding the foregoing, the execution and delivery of this Agreement by Xxxx X.X. Xxxx is limited by the provisions contained in the Xxxx Stock Pledge Agreement.
(b) The execution and delivery of this Agreement by such Stockholder Party does not, and the performance of this Agreement by such Stockholder Party will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing filings under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Party of such StockholderParty's obligations under this Agreement. Notwithstanding the foregoing, the execution and delivery of this Agreement by Xxxx X.X. Xxxx is subject to the consent of the Company pursuant to the terms of the Xxxx Stock Pledge Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Cobalt Group Inc), Voting Agreement (Warburg Pincus Equity Partners Lp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) assuming that all consents, approvals, authorizations and other actions described in Section 4.02(b) of this Agreement have been made, conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such any property or asset of Stockholder or any of such Stockholder's properties is bound or affected or (iiiii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any property or asset of such Stockholder's assets Stockholder is bound or affected, except, in the case of clauses with respect to clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the performance by such transactions contemplated herein or otherwise prevent or materially delay Stockholder of such Stockholder's from performing his obligations under this Agreement.
(ba) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreignGovernmental Authority, except (i) for applicable requirements, if any, of the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the performance by such transactions contemplated herein, or otherwise prevent Stockholder of such Stockholder's from performing his obligations under this Agreement.
Appears in 2 contracts
Samples: Option Agreement (Rubicon Medical Corp), Option Agreement (Rubicon Medical Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does each of Parent and Purchaser do not, and the performance of this Agreement by such Stockholder each of Parent and Purchaser will not, (i) conflict with or violate any trust agreement the Certificate of Incorporation or other similar documents relating to any trust By-Laws of which such Stockholder is trusteeParent or Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder Parent or Purchaser or by which such Stockholder it or any of such Stockholder's its properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others another party any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including such Stockholder's Subject SharesParent or Purchaser, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Parent or Purchaser is a party or by which such Stockholder Parent or Purchaser or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Parent or Purchaser of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does each of Parent and Purchaser do not, and the performance of this Agreement by such Stockholder each of Parent and Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for applicable requirements, if any, of the Exchange Act and the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Parent or Purchaser of such Stockholder's its obligations under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Thomson Corp), Stock Purchase Agreement (Computer Language Research Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's ’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject ’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's ’s obligations under this Agreement.
(b) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such the Stockholder's ’s obligations under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Somera Communications Inc), Voting Agreement (Somera Communications Inc)
No Conflicts; Required Filings and Consents. (ai) The execution and delivery of this Agreement by such the Stockholder does do not, and the performance of this Agreement by such the Stockholder will not, (iA) conflict with or violate any trust agreement or other similar the organizational documents relating to any trust of which such Stockholder is trusteethe Stockholder, (B) assuming all consents, approvals, authorizations and permits described in subsection (ii) have been obtained and all filings and obligations described in subsection (ii) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such any property or asset of the Stockholder or any of such Stockholder's properties is bound or affected or (iiiC) if applicable, result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any property or asset of such Stockholder's assets the Stockholder is bound or affected, except, in the case of with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, breaches, defaults or other occurrences that which would not neither, individually or in the aggregate, prevent or nor materially delay the performance by such the Stockholder of such Stockholder's any of its obligations under pursuant to this Agreement.
(bii) The execution and delivery of this Agreement by such the Stockholder does do not, and the performance of this Agreement by such the Stockholder will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any governmental or regulatory authority Governmental Authority, except (other than any necessary filing under A) for applicable requirements, if any, of the Securities Act of 1933, as amended, the Exchange Act), domestic Act or foreign, except state securities laws or (B) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay the performance by such the Stockholder of such Stockholder's any of its obligations under pursuant to this Agreement.
Appears in 2 contracts
Samples: Tender Agreement (Digex Inc/De), Tender Agreement (Digex Inc/De)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder PSINet does not, and the performance of this Agreement and consummation of the Transactions by such Stockholder PSINet will not, (i) conflict with or violate any trust agreement the certificate of incorporation or other similar documents relating to any trust by-laws of which such Stockholder is trusteePSINet, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 3.3(b) have been received and any condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder PSINet or by which such Stockholder any property or any asset of such Stockholder's properties PSINet is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, PSINet pursuant to, any contract, agreement, note, bond, mortgage, indenture, contract, credit agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder PSINet is a party or by which such Stockholder PSINet or any property or asset of such Stockholder's assets PSINet is bound or affected, except, except in the case of clauses (ii) and or (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above that would not prevent or materially delay the performance by such Stockholder consummation of such Stockholder's obligations under this Agreementthe Transactions.
(b) The execution and delivery of this Agreement by such Stockholder PSINet does not, and the performance of this Agreement and consummation of the Transactions by such Stockholder PSINet will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under Governmental Entity, except as required pursuant to the Exchange Act), domestic or foreignMerger Control Laws, and regulations promulgated thereunder, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder consummation of such Stockholder's obligations under this Agreementthe Transactions.
Appears in 2 contracts
Samples: Purchase Agreement (Xpedior Inc), Stock Purchase Agreement (Psinet Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement the Certificate of Incorporation or other By-Laws or Trust Agreement or similar documents relating to any trust organizational document of which such Stockholder (if such Stockholder is trusteea corporation, partnership, trust or other legal entity), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder it or any of such Stockholder's its properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including Stockholder or (if such Stockholder's Subject Shares, Stockholder purports to be a corporation) any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such the Stockholder or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent cause or delay the create a material risk of non-performance or delayed performance by such Stockholder of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such Stockholder's its obligations under this Agreement.
Appears in 2 contracts
Samples: Stock Option Agreement (Worth John R), Stock Option Agreement (Alberto Culver Co)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's ’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject ’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Jarden Corp), Voting Agreement (K2 Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder the Company does not, and the performance consummation of this Agreement by such Stockholder the transactions contemplated hereby will not, not (i) conflict with or violate any trust agreement the articles of incorporation or other similar documents relating to any trust bylaws of which such Stockholder is trusteethe Company, (ii) in any material respect, conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to such Stockholder the Company or any of its subsidiaries or by which such Stockholder or any of such Stockholder's their properties is bound or affected subject or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of such Stockholder, including such Stockholder's Subject Shares, the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder the Company or any of its subsidiaries is a party or by or to which such Stockholder the Company or any of such Stockholder's assets its subsidiaries or any of their properties is bound or affectedsubject, exceptexcept for the Company's debt to Norwest Bank of Colorado, N.A., and except for any such conflicts, violations, breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances described in the case of clauses (ii) and or (iii), for any such breaches, defaults or other occurrences ) that would not not, in the aggregate, prevent or delay the performance by such Stockholder of such Stockholder's Company from performing, in any material respect, its obligations under this AgreementAgreement or would not have a material adverse effect on the business or financial condition of the Company and its subsidiaries taken as a whole (a "Company Material Adverse Effect").
(b) The execution and delivery of this Agreement by such Stockholder the Company does not, and consummation of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, require the Company to obtain any consent, license, permit, approval, waiver, authorization or permit order of, or to make any filing with or notification to, any governmental or regulatory authority authority, domestic or foreign (other than any necessary filing under collectively, "Governmental Entities"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, state securities or blue sky laws ("Blue Sky Laws"), domestic or foreignand the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, except as amended (the "Xxxx-Xxxxx-Xxxxxx Act"), and the filing and recordation of appropriate merger documents as required by the CBCA, and (ii) where the failure to obtain such consents, licenses, permits, approvals, waivers, authorizations or permitsorders, or to make such filings or notifications, would not prevent not, either individually or delay in the performance by such Stockholder of such Stockholder's obligations under this Agreementaggregate, constitute a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Internet Communications Corp), Merger Agreement (Rocky Mountain Internet Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate the articles of incorporation, bylaws or similar organizational documents to which such Stockholder is subject, (iii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Owned Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (iiiii) and (iiiiv), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or at permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Primary Voting Agreement (Newgen Results Corp), Secondary Voting Agreement (Newgen Results Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or approvals or consents required under applicable foreign antitrust or competition laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Stockholders' Agreement (Burns International Services Corp), Stockholders' Agreement (Securitas Acquisition Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does the Company do not, and the performance of this Agreement by such Stockholder the Company will not, (i) conflict with or violate any trust agreement the Articles of Incorporation or other similar documents relating to any trust By-Laws of which such Stockholder is trusteethe Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder the Company or by which such Stockholder it or any of such Stockholder's its properties is bound or affected bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including such Stockholder's Subject Shares, the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder the Company is a party or by which such Stockholder the Company or any of such Stockholder's assets its properties is bound or affectedbound, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder the Company of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does the Company do not, and the performance of this Agreement by such Stockholder the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for such filings with the Commission, the NASD and any state securities regulators required in connection with any public offering of Registrable Securities and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder the Company of such Stockholder's its obligations under this Agreement.
Appears in 2 contracts
Samples: Stockholders' Agreement (Harris R Perry), Stockholders' Agreement (Equivest Finance Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Warburg Pincus Private Equity IX, L.P.), Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or approvals or consents required under applicable foreign antitrust or competition laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Securitas Ab), Tender and Voting Agreement (Electronics for Imaging Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does the Company and the Stockholders do not, and the performance by the Company and the Stockholders of this Agreement by such Stockholder their respective obligations hereunder and the consummation of the Merger will not, (i) conflict with or violate any trust agreement provision of the certificate of incorporation or other similar documents relating to any trust bylaws of which such Stockholder is trusteethe Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder the Company or by which such Stockholder any property or any asset of such Stockholder's properties the Company is bound or affected or (iii) result in any breach of or constitute a default (or an event that which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, the Company or any Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementobligation.
(b) The No filing or registration with, or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary for the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement except, (i) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such Stockholder does filings, registrations, notifications, permits, authorizations, consents or approvals that result from the specific legal or regulatory status of Parent or as a result of any other facts that specifically relate to the business or activities in which Parent is engaged other than the business of the Company and (iii) such other filings, registrations, notices, permits, authorizations, consents and approvals that if not obtained, made or given would not, and individually or in the performance aggregate, have a Company Material Adverse Effect or impair the Company's ability to consummate the transactions contemplated hereby.
(c) No consent of this Agreement any third party is required by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under reason of the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (724 Solutions Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
No Conflicts; Required Filings and Consents. (ai) The execution Subject to the NYMEX Stockholder Approval and all necessary approvals from the SEC, the execution, delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder and the consummation of the Transaction will notnot (A) result in a violation of the organizational documents of either NYMEX or NYMEX Holdings, (iB) other than with respect to the provisions related to the termination of the Merger Agreement contained in Section 3(a), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any the breach of the terms of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, mortgage, license, permitindenture, franchise instrument or other instrument or obligation contract to which such Stockholder either NYMEX or NYMEX Holdings is a party or by which such Stockholder their respective property is bound or affected, or (C) result in a violation of any law, rule, regulation, order, judgment or decree of such Stockholder's assets any Governmental Entity applicable to either NYMEX or NYMEX Holdings or by which any property or asset of either NYMEX or NYMEX Holdings is bound or affected, except, in the case of with respect to clauses (iiB) and (iii)C) above, for any such breachesviolation, defaults conflict, breach or other occurrences that default that, individually or in the aggregate, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementreasonably be expected to have a NYMEX Material Adverse Effect.
(bii) The execution and delivery by NYMEX and NYMEX Holdings of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder each of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority Governmental Entity, except for (other than any necessary A) the filing under with the SEC of the COMEX Transaction S-1 and the prospectus included therein and the declaration of effectiveness of such registration statement, (B) applicable requirements, if any, of the Exchange Act, (C) the filing with the SEC of a proxy statement relating to the NYMEX Holdings Charter Amendment (as amended or supplemented from time to time, the “NYMEX Proxy Statement”), domestic or foreign, and except where to the extent that the failure to obtain any such consentsconsent, approvalsapproval, authorizations authorization or permits, permit or to make such filings filing or notificationsnotification would not, would not prevent individually or delay in the performance by such Stockholder of such Stockholder's obligations under this Agreementaggregate, reasonably be expected to have a NYMEX Material Adverse Effect.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement and each Related Agreement by such Stockholder does Sellers and the Partnership do not, and the performance consummation by Sellers and the Partnership of this Agreement by such Stockholder the Transactions will not, subject to compliance with the requirements described in Section 2.3(b): (i) conflict with or violate any trust violate, result in a breach of, or constitute a default under the certificate of formation, partnership or limited liability company agreement or other similar documents relating to certificate of incorporation or bylaws (as applicable) of any trust of which such Stockholder is trusteeSeller or any Company, (ii) require any authorization, consent, approval, exemption or other action or notice under the provisions of any Seller’s or any Company’s certificate of formation, partnership or limited liability company agreement or certificate of incorporation or bylaws (as applicable), (iii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder any Seller or any Company or by which such Stockholder or any of such Stockholder's their respective properties or assets is bound or affected affected, or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any of the properties or assets of such Stockholder, including such Stockholder's Subject Shares, any Seller or any Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder any Seller or any Company is a party or by which such Stockholder any Seller, any Company or any of such Stockholder's their respective properties or assets is bound or affectedbound, except, in the case of clauses (iiiii) and (iii), iv) above for any such conflicts, violations, breaches, defaults or other accelerations or occurrences that in the aggregate would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementhave and would not reasonably be expected to have a Company Material Adverse Effect.
(b) The execution and delivery of this Agreement and each Related Agreement to which it is or will become a party by such Stockholder any Seller or the Partnership does not, and the performance consummation of this Agreement the Transactions by such Stockholder will any Seller or any Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority Governmental Entity except (other than any necessary filing under i) for (A) applicable requirements of the Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act)”) and state blue sky Laws, domestic or foreignand (B) applicable requirements identified on Schedule 2.3, except and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementhave and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Regal Entertainment Group)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The Except as would not impair or delay the ability of such Shareholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, (i) subject to the filings referred to in Section 4.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such StockholderShareholder's properties assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such StockholderShareholder, including such Stockholder's Subject including, without limitation, Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such StockholderShareholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The If this Agreement is executed by a corporation, partnership, trust or other entity, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of, state law or such entity's charter or other documents or agreements.
(c) Except as would not impair or delay the ability of such Shareholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Securities Exchange ActAct of 1934, as amended), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Exchange Agreement (Judge Group Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does the Company do not, and the performance by the Company of this Agreement by such Stockholder its obligations hereunder, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any trust agreement provision of the Articles of Incorporation or other similar documents relating to any trust bylaws of which such Stockholder is trusteethe Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder the Company or by which such Stockholder any property or any asset of such Stockholder's properties the Company is bound or affected or (iii) result in any breach of or constitute a default (or an event that which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets material property or asset of such Stockholder, including such Stockholder's Subject Shares, the Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementobligation.
(b) The No filing or registration with, or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary for the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement except (i) such Stockholder does filings and consents as may be required under any Environmental Law pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (ii) such filings, registrations, notifications, permits, authorizations, consents or approvals that result from the specific legal or regulatory status of the Purchaser or as a result of any other facts that specifically relate to the business or activities in which the Purchaser is engaged other than the business of the Company and (iii) such other filings, registrations, notices, permits, authorizations, consents and approvals that if not obtained, made or given would not, and individually or in the performance aggregate, have a Company Material Adverse Effect or impair the Company's ability to consummate the transactions contemplated hereby.
(c) Except as set forth in Section 3.05(c) of this Agreement the Company Disclosure Schedule, no consent of any third party is required by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under reason of the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jupiter Communications Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does FBC do not, and the performance of this Agreement by such Stockholder FBC will not, (i) conflict with or violate any trust agreement the Certificate of Incorporation or other similar documents relating to any trust Bylaws of which such Stockholder is trustee, FBC; (ii) subject to compliance with the requirements set forth in Section 2.6(b), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder FBC or by which such Stockholder FBC or any of such Stockholder's its respective properties is bound or affected affected; or (iii) except as set forth in Section 2.6 of the FBC Disclosure Schedules, result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or impair FBC's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien claim, charge, lien, encumbrance, security interest, pledge or encumbrance rights of others of any kind (collectively, an "Encumbrance") on any of the properties or assets of such Stockholder, including such Stockholder's Subject Shares, FBC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder FBC is a party or by which such Stockholder FBC or any of such Stockholder's assets its respective properties is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, violations or defaults or other occurrences that would could not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementreasonably be expected to have an FBC Material Adverse Effect.
(b) The execution and delivery of this Agreement by such Stockholder FBC does not, and the performance of this Agreement by such Stockholder FBC will not, require any consent, approval, authorization or permit of, or declaration, registration or filing with or notification to, any court, tribunal, self-regulatory organization, administrative agency or commission or other governmental authority or regulatory authority instrumentality, foreign or domestic (other than any necessary filing under the Exchange Act), domestic or foreign, "Governmental Entity") except where the failure to obtain (i) such consents, approvals, authorizations orders, authorizations, registrations, declarations, filings and notifications as may be required under applicable federal and state securities (or permitsrelated) laws and (ii) the filing of the Certificate of Merger pursuant to New York Law and (iii) such consents, approvals, orders, authorizations, filings, registrations, declarations and notifications which, if not obtained or to make such filings or notificationsmade, would not prevent or delay consummation of the performance by such Stockholder of such Stockholder's Merger or otherwise prevent FBC from performing its obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ec Power Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this such Agreement by such Stockholder will not, (iA) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trusteewith, (ii) conflict with contravene or violate any law, rule, regulation, court order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties ’s property is bound or affected affected, (B) in the case of any partnership or corporation, violate or conflict with its organizational documents or (iiiC) require any consent under or result in any violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, cancellation or acceleration or cancellation of, or result in the creation of a lien or encumbrance Encumbrance (as hereinafter defined) on any of the property or assets of such Stockholder, including such Stockholder's Subject the Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreementinstrument, leasepermit, license, permit, franchise or other instrument or obligation understanding to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets ’s property is bound or affected, exceptexcept for any conflicts, in violations, breaches or defaults, terminations, cancellations or rights of terminations or cancellation, which, assuming the case exercise of clauses (ii) and (iii)any rights of termination or cancellation, for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any waiver, consent, approvalapproval or authorization of any Governmental Entity, authorization or permit ofexcept for (A) any information filings required, or filing with or notification toif any, any governmental or regulatory authority (other than any necessary filing under Sections 13 and 16 of the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Act and (B) termination of such Stockholder's obligations any waiting period applicable under this Agreementany Antitrust Law.
Appears in 1 contract
Samples: Voting and Proxy Agreement (Information Holdings Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is not a natural person, conflict with or violate result in any trust agreement breach of any provision of the respective certificate of incorporation, bylaws or other similar documents relating to any trust of which such Stockholder is trusteeStockholder, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Endorex Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such the Stockholder will shall not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any governmental or regulatory authority authority, except (other than any necessary filing under i) for applicable requirements, if any, of the Exchange Act), domestic or foreign, except and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the performance transactions contemplated by this Agreement or otherwise prevent such Stockholder of from performing such Stockholder's material obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust partnership agreement or other similar organizational documents relating to any trust of which such Stockholder is trusteeStockholder, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderStockholder or any of its Subsidiaries, including such Stockholder's Subject including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or similar foreign Laws or the Securities Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's ’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject ’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Exchange Agreement by such Global, Merger Subsidiary or the Principal Stockholder does not and will not, and the performance of this Agreement and the Exchange Agreement and the consummation of the Transactions by such Global, Merger Subsidiary and the Principal Stockholder will not, : (i) conflict with or violate any trust agreement the certificate of incorporation or other similar documents relating to any trust by-laws of which such Stockholder is trusteeGlobal, Merger Subsidiary or the Subsidiary, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 5.4(b) have been received, conflict with or violate any law, rule, regulation, order, judgment or decree Laws applicable to such Global, the Subsidiary or the Principal Stockholder or by which such any property or asset of Global, the Subsidiary or the Principal Stockholder or any of such Stockholder's properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, acceleration amendment, acceleration, or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such StockholderGlobal, including such Stockholder's Subject Shares, the Subsidiary or the Principal Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which such Global, the Subsidiary or the Principal Stockholder is a party or by which such Global, the Subsidiary or the Principal Stockholder or any property or asset of such Stockholder's assets Global, the Subsidiary or the Principal Stockholder is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement and the Exchange Agreement by such Global, Merger Subsidiary or the Principal Stockholder does not and will not, and the performance of this Agreement and the Exchange Agreement and the consummation of the Transactions by such Global, the Merger Subsidiary and the Principal Stockholder will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under Governmental Entity, except for applicable requirements of the Exchange Act), domestic or foreignthe Securities Act, except where Blue Sky Laws, filing and recordation of the failure to obtain such consents, approvals, authorizations or permits, or to make such Certificate of Merger as required by Delaware Law and applications for listing and other filings or notifications, would not prevent or delay required by the performance by such Stockholder rules of such Stockholder's obligations under this Agreementthe Nasdaq Bulletin Board.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does Target do not, and the performance consummation of this Agreement by such Stockholder the transactions contemplated hereby will not, (i) conflict with with, or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of violation of, or constitute a default under (with or an event that with without notice or lapse of time time, or both would become a default) underboth), or give rise to others any rights a right of termination, cancellation or acceleration of any obligation or cancellation ofloss of any benefit under
(i) any provision of the Articles of Organization or Bylaws of Target, as amended, or result in the creation of a lien or encumbrance on (ii) any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, material mortgage, indenture, contractlease, agreementcontract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any of its properties or assets, where such conflict, violation or default would have a Material Adverse Effect on Target or its properties or assets. Target is not in conflict with or in default or violation of any material mortgage, indenture, lease, licensecontract or other agreement or instrument, permit, franchise concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or other instrument or obligation regulation applicable to which such Stockholder is a party or by which such Stockholder Target or any of its properties or assets, where such Stockholder's assets is bound conflict, violation or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults default would have a Material Adverse Effect on Target or other occurrences that would not prevent its properties or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementassets.
(b) The No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target in connection with the execution and delivery of this Agreement by such Stockholder does not, and or the performance consummation of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreigntransactions contemplated hereby, except where for (i) the failure to obtain filing of the Articles of Merger as provided in Section 1.2 and (ii) such other consents, approvalsauthorizations, authorizations filings, approvals and registrations which, if not obtained or permits, or to make such filings or notificationsmade, would not prevent have a Material Adverse Effect on Target and would not prevent, materially alter or delay any of the performance transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Netlibrary Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Signatory Stockholder does not, and the performance of this Agreement by such Signatory Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Signatory Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Signatory Stockholder or by which such Signatory Stockholder or any of such Signatory Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Signatory Stockholder, including including, without limitation, such Signatory Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Signatory Stockholder is a party or by which such Signatory Stockholder or any of such Signatory Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Signatory Stockholder of such Signatory Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Signatory Stockholder does not, and the performance of this Agreement by such Signatory Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or approvals or consents required under applicable foreign antitrust or competition laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Signatory Stockholder of such Signatory Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Signatory Stockholders Agreement (Geac Computer Systems Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets Shares is bound or affected, except, in the case of clauses CLAUSES (iiII) and AND (iiiIII), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority Governmental Entity (other than any necessary filing under as defined in the Exchange ActStock Purchase Agreement), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and, subject to compliance with applicable antitrust and securities laws, the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
(b) The Subject to compliance with applicable antitrust and securities laws, the execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, require the Stockholder to obtain any consent, approval, authorization or permit of, or filing by the Stockholder with or notification by the Stockholder to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Stockholder Agreement (Novell Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does Suncom do not, and the performance of this Agreement by such Stockholder Suncom will not, (i) conflict with or violate any trust the operating agreement or other similar documents relating to any trust organizational document of which such Stockholder is trusteeSuncom, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder Suncom or by which such Stockholder it or any of such Stockholder's its properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including such Stockholder's Subject Shares, Suncom or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Suncom is a party or by which such Stockholder Suncom or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent cause or delay the create a material risk of non- performance or delayed performance by such Stockholder Suncom of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does Suncom do not, and the performance of this Agreement by such Stockholder Suncom will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Suncom of such Stockholder's its obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder STC, Parent and Purchaser does not, and the performance of this Agreement by such Stockholder STC, Parent and Purchaser will not, (i) conflict with or violate result in any trust agreement breach of any provision of the respective certificate of incorporation, bylaws or other similar documents relating to any trust of which such Stockholder is trusteethe respective party, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder STC, Parent and Purchaser or by which such Stockholder STC, Parent and Purchaser or any of such StockholderSTC's, Parent's and Purchaser's properties is bound or affected or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderSTC, including such StockholderParent and Purchaser, including, without limitation, STC's, Parent's Subject and Purchaser's Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder STC, Parent and Purchaser is a party or by which such Stockholder STC, Parent and Purchaser or any of such StockholderSTC's, Parent's and Purchaser's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such material breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder STC, Parent and Purchaser of such StockholderSTC's, Parent's and Purchaser's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder Parent, Purchaser and STC does not, and the performance of this Agreement by such Stockholder Parent, Purchaser and STC will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Parent, Purchaser and STC of such StockholderParent's, Purchaser's and STC's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or approvals or consents required under applicable foreign antitrust or competition laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement the Certificate of Incorporation or other similar documents relating to any trust By-Laws of which such Stockholder is trusteeStockholder, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder it or any of such Stockholder's its properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including such Stockholder's Subject Shares, Stockholder or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent cause or delay the create a material risk of non-performance or delayed performance by such Stockholder of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's its obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Contour Medical Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, (i) conflict with or violate any charter, bylaws or other organizational documents of such shareholder, (ii) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder Shareholder is trustee, (iiiii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such StockholderShareholder's properties is bound or affected or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder, including including, without limitation, such StockholderShareholder's Subject Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such StockholderShareholder's assets is bound or affected, except, in the case of clauses (iiiii) and (iiiiv), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or approvals or consents required under applicable foreign antitrust or competition laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement.
Appears in 1 contract
Samples: Voting Agreement and Irrevocable Proxy (Usa Interactive)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or approvals or consents required under applicable foreign antitrust or competition laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Stockholders Agreement (Cadence Design Systems Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does Shareholder do not, and the performance by such Shareholder of such Shareholder's obligations under this Agreement by such Stockholder will not, not (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such StockholderShareholder's properties is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder, including such Stockholder's Subject including, without limitation, his Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such StockholderShareholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does Shareholder do not, and the performance by such Shareholder of such Shareholder's obligations under this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or similar foreign laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is trustee whose consent is required for the execution and delivery of this Agreement or the consummation by Shareholder of the transactions contemplated hereby. Section 4.5. No Finder's Fees. No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Shareholder. Such Shareholder hereby acknowledges that he is not entitled to receive any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby or by the Merger Agreement.
Appears in 1 contract
Samples: Shareholder Agreement (VWR Scientific Products Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Major Stockholder does not, and the performance of this Agreement by such Major Stockholder will not, (i) conflict with or violate result in any trust agreement breach of any provision of the respective certificate of incorporation, bylaws or other similar documents relating to any trust of which such Stockholder is trusteethe respective Major Stockholder, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Major Stockholder or by which such Major Stockholder or any of such Major Stockholder's properties is bound or affected or (iii) except as set forth on SCHEDULE 3.2 hereto, result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Major Stockholder, including including, without limitation, such Major Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Major Stockholder is a party or by which such Major Stockholder or any of such Major Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such material breaches, defaults or other occurrences that would not prevent or delay the performance by such Major Stockholder of such Major Stockholder's obligations under this Agreement.
(b) The Except as set forth on SCHEDULE 3.2 hereto, the execution and delivery of this Agreement by such Major Stockholder does not, and the performance of this Agreement by such Major Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Major Stockholder of such Major Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Tender and Voting Agreement (Convergent Holding Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does Shareholder do not, and the performance of this Agreement by such Stockholder Shareholder will not, (i) conflict with or violate any the trust agreement, limited partnership agreement or other similar organizational documents relating to any trust of which such Stockholder is trustee, Shareholder,
(ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such Stockholder's Shareholder’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder or any of its subsidiaries, including such Stockholder's Subject including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such Stockholder's Shareholder’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for except any such breachesconflict, defaults violation, breach, default or other occurrences that creation of rights or creation of liens or encumbrances which would not prevent or delay the performance by such Stockholder of such Stockholder's Shareholder’s obligations under this Agreementhereunder.
(b) The Except as set forth on Schedule 3.2(b) hereto, the execution and delivery of this Agreement by such Stockholder does Shareholder do not, and the performance of this Agreement by such Stockholder Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Shareholder of such Stockholder's Shareholder’s obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's ’s properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject ’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets ’s Shares is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority Governmental Entity (other than any necessary filing under as defined in the Exchange ActStock Purchase Agreement), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any the trust agreement agreement, Certificate of Incorporation or Bylaws or other similar organizational documents relating to any trust of which such Stockholder (in the case of a Stockholder that is trusteea trust, corporation, partnership or other legal entity), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderStockholder or (if such Stockholder is a corporation, including such Stockholder's Subject partnership or other legal entity) any of its subsidiaries, including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any the necessary filing under the HSR Act or the Securities Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Stockholders Agreement (Trans World Airlines Inc /New/)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder the Principal Shareholders does not, and the performance consummation of this Agreement the transactions contemplated hereby and by such Stockholder the Offer Document will not, (i) conflict with with, or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of violation of, or constitute a default under (with or an event that with without notice or lapse of time time, or both would become a default) underboth), or give rise to others any rights a right of termination, cancellation or acceleration of any obligation or cancellation ofloss of any benefit under (i) any provision of the Articles of Association of the Company or its Subsidiaries, as amended, or result in the creation of a lien or encumbrance on (ii) any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, material mortgage, indenture, contractlease, agreementcontract or other agreement or instrument, leasepermit, concession, franchise, license, permitjudgment, franchise order, decree, statute, law, ordinance, role or other instrument regulation applicable to the Company or obligation to which such Stockholder is a party or by which such Stockholder any Subsidiary or any of such Stockholder's assets is bound their properties or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementassets.
(b) The No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to the Company or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreignOffer Document, except where the failure to obtain for (i) such consents, approvals, authorizations orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country; (ii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or permits, or to make such filings or notificationsmade, would not prevent have a Material Adverse Effect on the Company and would not prevent, or materially alter or delay any of the performance transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's ’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject ’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such the Stockholder will shall not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any governmental or regulatory authority authority, except (other than any necessary filing under i) for applicable requirements, if any, of the Exchange Act), domestic or foreign, except and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the performance transactions contemplated by this Agreement or otherwise prevent such Stockholder of from performing such Stockholder's ’s material obligations under this Agreement.
Appears in 1 contract
Samples: Stockholders' Agreement (Opta Food Ingredients Inc /De)
No Conflicts; Required Filings and Consents. (aA) The execution execution, delivery and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement and the consummation by such Stockholder the Company of the transactions contemplated hereby do not, and will not, (iA) conflict with or violate any trust agreement provision of the Company Charter Documents or other similar documents relating to any trust of which such Stockholder is trusteeSubsidiary Charter Documents, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iiiB) result in any breach of of, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, materially affect the rights or obligations of the Company or any Company Subsidiary under, materially alter the rights or obligations of any third party under, give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, or result in the creation of a lien or encumbrance Lien on any of the properties or assets of such Stockholder, including such Stockholder's Subject Shares, the Company or a Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which such Stockholder the Company or any Company Subsidiary is a party or by which such Stockholder any property or asset of the Company or any Company Subsidiary is bound, or affected or (C) assuming that all consents, filings, approvals, authorizations and other actions as described herein have been obtained or made, result in a violation of such Stockholder's assets any Legal Requirement or Order to which the Company or a Company Subsidiary is subject (including, assuming the accuracy of the representations and warranties of the Standby Purchasers set forth in Section 2 hereof, federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company or a Company Subsidiary is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(bB) The No consent, approval, Order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement by such Stockholder does notAgreement, and the performance by the Company of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreigntransactions contemplated hereby, except where the failure to obtain for such consents, approvals, authorizations Orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or permitsrelated) laws, the rules and regulations of any self-regulatory organization to which the Company or to make such filings or notificationsits securities are subject, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementincluding all applicable Trading Markets.
Appears in 1 contract
Samples: Standby Purchase Agreement (Ikanos Communications, Inc.)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and, subject to compliance with applicable antitrust and securities laws, the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
(b) The Subject to compliance with applicable antitrust and securities laws, the execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, require the Stockholder to obtain any consent, approval, authorization or permit of, or filing by the Stockholder with or notification by the Stockholder to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder Shareholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such Stockholder's Shareholder’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder, including including, without limitation, such Stockholder's Subject Shareholder’s Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such Stockholder's Shareholder’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Shareholder of such Stockholder's Shareholder’s obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or approvals or consents required under applicable foreign antitrust or competition laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Shareholder of such Stockholder's Shareholder’s obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any the trust agreement agreement, Certificate of Incorporation or Bylaws or other similar organizational documents relating to any trust of which such Stockholder (in the case of a Stockholder that is trusteea trust, corporation, partnership or other legal entity), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderStockholder or (if such Stockholder is a corporation, including such Stockholder's Subject partnership or other legal entity) any of its subsidiaries, including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would 5 6 not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any the necessary filing under the HSR Act or the Securities Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such the Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement the Transaction Agreements by such Stockholder does the Company do not, and the performance by the Company of this Agreement by such Stockholder its obligations hereunder and thereunder, and the consummation of the Merger will not, (i) conflict with or violate any trust agreement provision of the Articles of Incorporation or other similar documents relating to any trust Bylaws of which such Stockholder is trusteethe Company, as amended (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder the Company or by which such Stockholder any property or any asset of such Stockholder's properties the Company is bound or affected or (iii) result in any breach of or constitute a default (or an event that which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets material property or asset of such Stockholder, including such Stockholder's Subject Shares, the Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which obligation, except where such Stockholder is a party breach or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that default would not prevent have a Material Adverse Effect on the Company or delay impair the performance by such Stockholder of such StockholderCompany's obligations under this Agreementability to consummate the transactions contemplated hereby.
(b) The No filing or registration with, or notification to, and no permit, authorization, consent or approval of, any United States Federal, state or local or any foreign governmental, regulatory or administrative authority, agency or commission or any court, tribunal or arbiter ("Governmental Entity") is necessary for the execution and delivery of this Agreement the Transaction Agreements by the Company or the consummation by the Company of the transactions contemplated by the Transaction Agreements except, (i) the filing of the Delaware Certificate of Merger, (ii) such Stockholder does filings, registrations, notifications, permits, authorizations, consents or approvals that result from the specific legal or regulatory status of the Acquiror or as a result of any other facts that specifically relate to the business or activities in which the Acquiror is engaged other than the business of the Company and (iii) such other filings, registrations, notices, permits, authorizations, consents and approvals that if not obtained, made or given would not, individually or in the aggregate, have a Material Adverse Effect on the Company or impair the Company's ability to consummate the transactions contemplated hereby or thereby. Agreement and Plan of Merger
(c) Except as set forth in Section 2.4(c) of the performance Company Disclosure Schedule, no consent of this Agreement any third party is required by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under reason of the Exchange Act), domestic or foreign, except where transactions contemplated by the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this AgreementTransaction Agreements.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Company does not, and the performance of this Agreement and consummation of the Transactions by such Stockholder Company will not, not (i) conflict with or violate any trust agreement the certificate of incorporation, by-laws or other similar governing documents relating to of Company or any trust of which such Stockholder is trusteeits Affiliates, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 5.4(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder Company or any of its Affiliates or by which such Stockholder any property or asset of Company or any of such Stockholder's properties its Affiliates is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, Company or any of its Affiliates pursuant to, any contract, agreement, note, bond, mortgage, indenture, contract, credit agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Company or any of its Affiliates is a party or by which such Stockholder Company or any of such Stockholder's assets its Affiliates, or any property or asset of Company or any of its Affiliates, is bound or affected, except, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences that of the type referred to above which would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementhave a Company Material Adverse Effect.
(b) The execution and delivery of this Agreement by such Stockholder Company does not, and the performance of this Agreement by such Stockholder Company will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any governmental or regulatory authority authority, domestic, foreign or supranational (other than any necessary filing under the Exchange Acta "GOVERNMENTAL ENTITY"), domestic except for applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Securities Act of 1933, as amended (the "SECURITIES ACT"), state securities or foreign"blue sky" laws ("BLUE SKY LAWS"), the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), such filings, approvals, consents and waivers as may be required under other Merger Control Laws, filing and recordation of the Certificate of Merger as required by the Delaware Law, and filings required by the rules of the American Stock Exchange or any other stock exchange or market, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementhave a Company Material Adverse Effect.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The Except as would not impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 3.2(c), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, the Owned Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The Except as would not impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Securities Exchange ActAct of 1934, as amended), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents to which it is a party by such Stockholder does the Company do not, and the performance by the Company of this Agreement by such Stockholder its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate any trust agreement provision of the Organizational Documents of the Company or other similar documents relating to any trust of which such Stockholder is trusteethe Company Subsidiary, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder the Company or the Company Subsidiary or by which such Stockholder any property or any asset of such Stockholder's properties the Company or the Company Subsidiary is bound or affected or (iii) result in any breach of or constitute a default (or an event that which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets material property or asset of such Stockholder, including such Stockholder's Subject Shares, the Company or the Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation in each case, with respect to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii) of this Section 3.05(a), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementwhich will result in a Company Material Adverse Effect.
(b) The Except as set forth in Section 3.05 of the Company Disclosure Schedule, no filing or registration with, or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary for the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement except (i) such Stockholder does filings and consents as may be required under any Environmental Law pertaining to any notification, disclosure or required approval triggered by the transactions contemplated by this Agreement, (ii) such filings, registrations, notifications, permits, authorizations, consents or approvals that result from the specific legal or regulatory status of the Parent or as a result of any other facts that specifically relate to the business or activities in which the Parent is engaged other than the business of the Company and (iii) such other filings, registrations, notices, permits, authorizations, consents and approvals that if not obtained, made or given would not, and individually or in the performance aggregate, have a Company Material Adverse Effect.
(c) Except as set forth in Section 3.05(c) of the Company Disclosure Schedule, no consent of any third party is required by reason of the transactions contemplated by this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreignAgreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, consent would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementhave a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Liveperson Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does Seller and the Transaction Agreements by the Seller Shareholders do not, and the performance consummation of this Agreement by such Stockholder the transactions contemplated hereby and thereby will not, (i) conflict with with, or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of violation of, or constitute a default under (with or an event that with without notice or lapse of time time, or both would become a default) underboth), or give rise to others any rights a right of termination, cancellation or acceleration of any obligation or cancellation ofloss of any benefit under (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) except as set forth in Section 2.5 of the Seller Disclosure Schedule, any material mortgage, indenture, lease, contract or result other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Seller Shareholders, Seller or any of its properties or assets where such conflict, violation or default would have a Material Adverse Effect on Seller or any of its properties or assets. Seller is not in the creation conflict with or in default or violation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Seller is a party or by which such Stockholder Seller or any property or asset of such Stockholder's assets Seller is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breachesconflict, defaults default or other occurrences violation that would not prevent not, individually or delay in the performance by such Stockholder of such Stockholder's obligations under this Agreementaggregate, have a Material Adverse Effect on Seller.
(b) The No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Seller or the Seller Shareholders in connection with the execution and delivery of this Agreement by such Stockholder does notSeller or of the Transaction Agreements by the Seller Shareholders or the consummation by Seller and the Seller Shareholders of the transactions contemplated hereby, except for (i) any filings as may be required under applicable state securities laws and the securities laws of any foreign country, and the performance of this Agreement by (ii) such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvalsauthorizations, authorizations filings, approvals and registrations which, if not obtained or permits, or to make such filings or notificationsmade, would not prevent have a Material Adverse Effect on Seller and would not prevent, materially alter or delay any the performance transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does Shareholder do not, and the performance by such Shareholder of such Shareholder's obligations under this Agreement by such Stockholder will not, not (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such StockholderShareholder's properties is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder, including such Stockholder's Subject including, without limitation, his Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such StockholderShareholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does Shareholder do not, and the performance by such Shareholder of such Shareholder's obligations under this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or similar foreign laws or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is trustee whose consent is required for the execution and delivery of this Agreement or the consummation by Shareholder of the transactions contemplated hereby.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement the Certificate of Incorporation or By-Laws or similar organizational document of such Stockholder (in the case of a Stockholder that is a corporation, partnership or other similar documents relating to any trust of which such Stockholder is trusteelegal entity), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder it or any of such Stockholder's its properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including Stockholder or (if such Stockholder's Subject Shares, Stockholder purports to be a corporation) any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent cause or delay the create a material risk of non-performance or delayed performance by such Stockholder of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's its obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this such Agreement by such Stockholder will not, (iA) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trusteewith, (ii) conflict with contravene or violate any law, rule, regulation, court order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties property is bound or affected affected, (B) in the case of any partnership or corporation, violate or conflict with its organizational documents or (iiiC) require any consent under or result in any violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, cancellation or acceleration or cancellation of, or result in the creation of a lien or encumbrance Encumbrance (as hereinafter defined) on any of the property or assets of such Stockholder, including such Stockholder's Subject the Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreementinstrument, leasepermit, license, permit, franchise or other instrument or obligation understanding to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets property is bound or affected, exceptexcept for any conflicts, in violations, breaches or defaults, terminations, cancellations or rights of terminations or cancellation, which, assuming the case exercise of clauses (ii) and (iii)any rights of termination or cancellation, for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any waiver, consent, approvalapproval or authorization of any Governmental Entity, authorization or permit ofexcept for (A) any information filings required, or filing with or notification toif any, any governmental or regulatory authority (other than any necessary filing under Sections 13 and 16 of the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Act and (B) termination of such Stockholder's obligations any waiting period applicable under this Agreementany Antitrust Law.
Appears in 1 contract
Samples: Voting and Proxy Agreement (Information Holdings Inc)
No Conflicts; Required Filings and Consents. (a) The Except as would not materially impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 2.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties ’s assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
(b) The Except as would not materially impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under or with respect to the HSR Act, the Exchange Act, the Securities Act, the American Stock Exchange or other securities or blue sky law), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Purchaser, Parent and STC does not, and the performance of this Agreement by such Stockholder Purchaser, Parent and STC will not, (i) conflict with or violate result in any trust agreement breach of any provision of the respective certificate of incorporation, bylaws or other similar documents relating to any trust of which such Stockholder is trusteethe respective party, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Purchaser, Parent and STC or by which such Stockholder Purchaser, Parent and STC or any of such StockholderPurchaser's, Parent's or STC's properties is bound or affected or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderPurchaser, including such StockholderParent and STC, including, without limitation, Purchaser's, Parent's Subject and STC's Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Purchaser, Parent and STC is a party or by which such Stockholder Purchaser, Parent or STC or any of such StockholderPurchaser's, Parent's and STC's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such material breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Purchaser, Parent and STC of such StockholderPurchaser's and Parent's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder Purchaser, Parent and STC does not, and the performance of this Agreement by such Stockholder Purchaser, Parent and STC will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the HSR Act or the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Purchaser, Parent and STC of such StockholderPurchaser's and Parent's obligations under this Agreement.
Appears in 1 contract
Samples: Tender and Voting Agreement (Convergent Holding Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder the Company does not, and the performance by the Company of this Agreement by such Stockholder its obligations hereunder and the consummation of the Merger will not, (i) conflict with or violate any trust agreement provision of the Certificate of Incorporation or other similar documents relating to any trust Bylaws of which such Stockholder is trusteethe Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder the Company or by which such Stockholder any property or any asset of such Stockholder's properties the Company is bound or affected or (iii) result in any breach of or constitute a default (or an event that which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation ofof (or any march-in right with respect to), or result in the creation of a lien or other encumbrance on any assets Company Intellectual Property or any other material property or asset of such Stockholder, including such Stockholder's Subject Shares, the Company pursuant to, or result in the loss of any benefit under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder the Company is a party or by which such Stockholder or any of such Stockholder's its assets or properties is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreementbound.
(b) The No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to the Company in connection with the execution and delivery of this Agreement by such Stockholder does not, and or the performance consummation of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreigntransactions contemplated hereby, except where for (i) the failure to obtain filing of the Certificate of Merger, with the Secretary of State of the State of Delaware as provided for in Section 2.3; (ii) such consents, approvals, authorizations orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or permitsmade, could not reasonably be expected to have a Company Material Adverse Effect or to make such filings or notifications, impair in any material respect the benefits expected by Parent from the Merger and would not prevent prevent, alter or delay the performance consummation of any of the transactions contemplated by such Stockholder of such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ask Jeeves Inc)
No Conflicts; Required Filings and Consents. (a) The ------------------------------------------- execution and delivery of this Agreement by such Stockholder does Suncom do not, and the performance of this Agreement by such Stockholder Suncom will not, (i) conflict with or violate any trust the operating agreement or other similar documents relating to any trust organizational document of which such Stockholder is trusteeSuncom, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder Suncom or by which such Stockholder it or any of such Stockholder's its properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of such Stockholder, including such Stockholder's Subject Shares, Suncom or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Suncom is a party or by which such Stockholder Suncom or any of such Stockholder's assets its properties is bound or affected, except, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent cause or delay the create a material risk of non-performance or delayed performance by such Stockholder Suncom of such Stockholder's its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does Suncom do not, and the performance of this Agreement by such Stockholder Suncom will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act)authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the ------------ HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder Suncom of such Stockholder's its obligations under this Agreement.
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