No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate 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 legal entity), (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which it or any of 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 or (if such 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 its properties is bound or affected, except for any such breaches, defaults or other occurrences that would not cause or create a material risk of non-performance or delayed performance by such Stockholder of its obligations under this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sun Healthcare Group Inc), Agreement and Plan of Merger and Reorganization (Retirement Care Associates Inc /Co/), Stockholders Stock Option and Proxy Agreement (Sun Healthcare Group Inc)
No Conflicts; Required Filings and Consents. (ai) The execution and delivery of this Agreement by such the Stockholder do not, and the performance of this Agreement by such the Stockholder will not, (iA) conflict with or violate the Certificate organizational documents of Incorporation or By-Laws or similar organizational document of such Stockholder the Stockholder, (B) assuming all consents, approvals, authorizations and permits described in the case of a Stockholder that is a corporation, partnership or other legal entity), 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 it any property or any asset of its properties the Stockholder is bound or affected, 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 property or asset of the property or assets of such Stockholder or (if such 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 the Stockholder is a party or by which such the Stockholder or any property or asset of its properties the Stockholder is bound or affected, except except, with respect to clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences that which would not cause neither, individually or create a material risk of non-performance or delayed in the aggregate, prevent nor materially delay the performance by such the Stockholder of any of its obligations under pursuant to this Agreement.
Appears in 5 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 delivery of this Agreement by such Signatory Stockholder do does not, and the performance of this Agreement by such Signatory Stockholder will not, (i) conflict with or violate 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 any trust agreement or other legal entity)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 it such Signatory Stockholder or any of its such Signatory 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, 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 or (if Signatory Stockholder, including, without limitation, such Stockholder purports to be a corporation) any of its subsidiaries 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 its properties such Signatory Stockholder's assets is bound or affected, except except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not cause prevent or create a material risk of non-performance or delayed delay the performance by such Signatory Stockholder of its such Signatory Stockholder's obligations under this Agreement.
Appears in 4 contracts
Samples: Stockholders Agreement (Workgroup Technology Corp), Stockholders Agreement (Softech Inc), Stockholders Agreement (Ashton Robert B)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder do does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate 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 any trust agreement or other legal entity), similar documents relating to any trust to which Stockholder 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 it Stockholder or any of its Stockholder's properties is are 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, 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 or (if such Stockholder purports Stockholder, including, without limitation, Stockholder's Owned Shares, pursuant to be a corporation) any of its subsidiaries 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 its properties is Stockholder's assets are bound or affected, except in the cases of clauses (iii) or (iv) of this Section 3.2, for any such conflicts, violations, breaches, defaults or creation of such other occurrences rights, that would not cause or create a material risk materially impair the ability of non-performance or delayed performance by such Stockholder of to perform its obligations under this Agreementhereunder or prevent the consummation of any of the transactions contemplated hereby.
Appears in 4 contracts
Samples: Primary Voting Agreement (Grupo Grifols Sa), Primary Voting Agreement (Seracare Inc), Secondary Voting Agreement (Grupo Grifols Sa)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder do does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate the Certificate any trust agreement or other similar documents relating to any trust of Incorporation or By-Laws or similar organizational document of which such Stockholder (in the case of a Stockholder that is a corporation, partnership or other legal entity)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 it such Stockholder or any of its such Stockholder's properties 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 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 or (if Stockholder, including, without limitation, such Stockholder purports Stockholder's Owned Shares, pursuant 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 its properties such Stockholder's assets is bound or affected, except except, in the case of clauses (iii) and (iv), for any such breaches, defaults or other occurrences that would not cause prevent or create a material risk of non-performance or delayed delay the performance by such Stockholder of its such Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Secondary Voting Agreement (Newgen Results Corp), Primary Voting Agreement (Newgen Results Corp)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder do 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 breach of any provision of the Certificate respective certificate of Incorporation or By-Laws or similar organizational document of such Stockholder (in the case of a Stockholder that is a corporationincorporation, partnership bylaws or other legal entity)similar documents relating to the 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 it Parent and Purchaser or any of its Purchaser's or Parent's properties is bound or affected, 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, 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 Parent and Purchaser, including, without limitation, Purchaser's or (if such Stockholder purports to be a corporation) any of its subsidiaries 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 its properties Purchaser's or Parent's assets is bound or affected, except except, in the case of clauses (ii) and (iii), for any such material breaches, defaults or other occurrences that would not cause prevent or create a material risk of non-performance or delayed delay the performance by such Stockholder Parent and Purchaser of its Purchaser's and Parent's obligations under this Agreement.
Appears in 2 contracts
Samples: Support Agreement (McGuire Acquisition Inc), Support Agreement (Data Research Associates Inc)