No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Stockholders does not, and the performance of this Agreement by each Stockholder will not, (i) conflict with or violate the certificate of incorporation, by-laws, partnership or trust agreement or similar organizational document of such Stockholder (in the case of a Stockholder that is a corporation, partnership, trust or other legal entity), (ii) conflict with or violate any Law, Judgment or Permit applicable to any 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 on any of the property or assets of any Stockholder or (if such Stockholder purports to be a corporation or other entity) any of its subsidiaries pursuant to, any Contract or other instrument or obligation to which any Stockholder is a party or by which any Stockholder or any of its properties is bound or affected.
Appears in 6 contracts
Samples: Stockholder Agreement (Nortel Networks Inc.), Stockholder Agreement (Pec Solutions Inc), Stockholder Agreement (Pec Solutions Inc)
No Conflicts; Required Filings and Consents. (a) . (a) The execution and delivery of this Agreement by the Stockholders does Stockholder do not, and the performance of this Agreement by each Stockholder will not, (i) conflict with or violate the certificate of incorporation, family limited partnership agreement or by-laws, partnership laws or trust agreement or similar equivalent organizational document documents of such Stockholder (in the case of a Stockholder that is a corporation, partnership, trust or other legal entity)Stockholder, (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, Judgment or Permit Law applicable to any Stockholder or by which it any property or any asset of its properties Stockholder is bound or affected, 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 lien or encumbrance on any of the property or assets asset of any Stockholder or (if such Stockholder purports to be a corporation or other entity) any of its subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Stockholder is a party or by which any Stockholder or any property or asset of its properties Stockholder is bound or affected, except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay consummation of the transactions contemplated herein or otherwise prevent or materially delay Stockholder 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 execution and delivery of this Agreement by the Stockholders does such Shareholder do not, and the performance of this Agreement by each Stockholder such Shareholder will not, (i) conflict with or violate the certificate trust agreement, Certificate of incorporation, by-laws, partnership Incorporation or trust agreement Bylaws or other similar organizational document documents of such Stockholder Shareholder (in the case of a Stockholder Shareholder that is a trust, corporation, partnership, trust partnership or other legal entity), (ii) conflict with or violate any Law, Judgment or Permit Law applicable to any Stockholder such Shareholder or by which it such Shareholder or any of its such Shareholder’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 lien or encumbrance on any of the property or assets of any Stockholder such Shareholder or (if such Stockholder purports to be Shareholder is a corporation corporation, partnership or other legal entity) any of its subsidiaries subsidiaries, including, without limitation, the Shares, pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Stockholder such Shareholder is a party or by which any Stockholder such Shareholder or any of its properties such Shareholder’s assets is bound or affected.
Appears in 2 contracts
Samples: Shareholders Agreement (TRW Inc), Shareholders Agreement (TRW Inc)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Stockholders does such Stockholder do not, and the performance of this Agreement by each such Stockholder will not, (i) conflict with or violate the certificate Certificate of incorporation, byIncorporation or By-laws, partnership or trust agreement Laws or similar organizational document of such Stockholder (in the case of a Stockholder that is a corporation, partnership, trust partnership or other legal entity), (ii) conflict with or violate any Lawlaw, Judgment rule, regulation, order, judgment or Permit decree applicable to any 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 lien or encumbrance on any of the property or assets of any such Stockholder or (if such Stockholder purports to be a corporation or other entitycorporation) any of its subsidiaries pursuant to, any Contract or other instrument or obligation to which any Stockholder is a party or by which any Stockholder or any of its properties is bound or affected.note,
Appears in 1 contract
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Stockholders such Stockholder does not, and the performance of this Agreement by each such Stockholder will not, (i) conflict with or violate the certificate of incorporation, by-laws, partnership or trust agreement or similar organizational document of such Stockholder (in the case of a Stockholder that is a corporation, partnership, trust or other legal entity), (ii) conflict with or violate any Lawlaw, Judgment judgment or Permit permit applicable to any such Stockholder or by which it such Stockholder or any of its 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, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the property or assets of any such Stockholder or (if such Stockholder purports to be a corporation or other entity) any of its such Stockholder's subsidiaries pursuant to, any Contract or other instrument or obligation to which any such Stockholder is a party or by which any such Stockholder or any of its such Stockholder's properties is bound or affected.
Appears in 1 contract
Samples: And Voting Agreement (Trilogy, Inc.)
No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Stockholders such Stockholder does not, and the performance of this Agreement by each such Stockholder will not, (i) conflict with or violate the certificate of incorporation, by-laws, partnership or trust agreement or similar organizational document of such Stockholder (in the case of a Stockholder that is a corporation, partnership, trust or other legal entity), (ii) conflict with or violate any Lawlaw, Judgment judgment or Permit permit applicable to any such Stockholder or by which it such Stockholder or any of its 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, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the property or assets of any such Stockholder or (if such Stockholder purports to be a corporation or other entity) any of its such Stockholder’s subsidiaries pursuant to, any Contract or other instrument or obligation to which any such Stockholder is a party or by which any such Stockholder or any of its such Stockholder’s properties is bound or affected.
Appears in 1 contract
Samples: Stockholder Tender and Voting Agreement (Versata Inc)