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 the Certificate of Incorporation by By-Laws or other similar organizational documents of such Stockholder (in the case of a Stockholder that is a corporation, partnership or other legal entity), (ii) conflict with or violate any statute, law, ordinance, rule, regulation, order, decree or judgment 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 (with or without notice or lapse of time, or both) 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 is a corporation, partnership or other legal entity) any of its subsidiaries, including, without limitation, the Shares, pursuant to, any indenture or other loan document provision or other contract, license, franchise, permit 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, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent the performance by such Stockholder of its obligations under this Agreement.
Appears in 4 contracts
Samples: Principal Stockholder Agreement (British Aerospace Holdings Inc), Principal Stockholder Agreement (Loral Space & Communications LTD), Principal Stockholder Agreement (Orion Network Systems Inc/New/)
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 the Certificate of Incorporation by or By-Laws or other similar organizational documents of such Stockholder (in the case of a Stockholder that is a corporation, partnership or other legal entity), (ii) conflict with or violate any statute, law, ordinance, rule, regulation, order, judgment or decree or judgment 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 or without notice or lapse of time, time or bothboth 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 is a corporation, partnership or other legal entity) any of its subsidiaries, including, without limitation, the Shares, subsidiaries pursuant to, any indenture or other loan document provision or other note, bond, mortgage, indenture, contract, agreement, lease, license, franchisepermit, 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, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent the cause or create a material risk of non-performance or delayed performance by such Stockholder of its obligations under this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Eltrax Systems Inc), Agreement and Plan of Merger (Cereus Technology Partners Inc), Stockholders Proxy Agreement (Eltrax Systems 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 the Certificate of Incorporation by or By-Laws or other Trust Agreement or similar organizational documents document of such Stockholder (in the case of a if such Stockholder that is a corporation, partnership partnership, trust or other legal entity), (ii) conflict with or violate any statute, law, ordinance, rule, regulation, order, judgment or decree or judgment 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 or without notice or lapse of time, time or bothboth 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 is purports to be a corporation, partnership or other legal entity) any of its subsidiaries, including, without limitation, the Shares, subsidiaries pursuant to, any indenture or other loan document provision or other note, bond, mortgage, indenture, contract, agreement, lease, license, franchisepermit, permit franchise or other instrument or obligation to which such Stockholder is a party or by which such the Stockholder or any of 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 the cause or create a material risk of non-performance or delayed performance by such Stockholder of its obligations under this Agreement.
Appears in 2 contracts
Samples: Stockholders Stock Option Agreement (Alberto Culver Co), Stockholders Stock Option Agreement (Worth John R)
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 the Certificate of Incorporation by or By-Laws or other similar organizational documents of such Stockholder Shareholder (in the case of a Stockholder Shareholder that is a corporation, partnership or other legal entity), (ii) conflict with or violate any statute, law, ordinance, rule, regulation, order, judgment or decree or judgment applicable to such Stockholder Shareholder 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 or without notice or lapse of time, time or bothboth 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 Shareholder or (if such Stockholder Shareholder is a corporation, partnership or other legal entity) any of its subsidiaries, including, without limitation, the Shares, subsidiaries pursuant to, any indenture or other loan document provision or other note, bond, mortgage, indenture, contract, agreement, lease, license, franchisepermit, permit franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of 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 the performance by such Stockholder of its obligations under this Agreement.,
Appears in 2 contracts
Samples: Voting Agreement (Telemate Net Software Inc), Voting Agreement (Verso Technologies 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 the Certificate of Incorporation by By-Laws or other ByLaws or similar organizational documents of such Stockholder (in the case of a Stockholder that is a corporation, partnership or other legal entity), (ii) conflict with or violate any statute, law, ordinance, rule, regulation, order, judgment or decree or judgment 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 or without notice or lapse of time, time or bothboth 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 is a corporation, partnership or other legal entity) any of its subsidiaries, including, without limitation, the Shares, subsidiaries pursuant to, any indenture or other loan document provision or other note, bond, mortgage, indenture, contract, agreement, lease, license, franchisepermit, 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, in the case of clauses (ii) and (iii), except for any such breaches, defaults or other occurrences that would not prevent the cause or create a material risk of non-performance or delayed performance by such Stockholder of 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 Agreement by such Stockholder will not, (i) if such Stockholder is not a natural person, conflict with or violate result in any breach of any provision of the Certificate respective certificate of Incorporation by By-Laws incorporation, bylaws or other similar organizational documents of relating to such Stockholder (in the case of a Stockholder that is a corporation, partnership or other legal entity)Stockholder, (ii) conflict with or violate any statute, law, ordinance, rule, regulation, order, decree or judgment 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 (iii) result in any material breach of or constitute a material default (or an event that with or without notice or lapse of time, time or bothboth 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 or (if such Stockholder is a corporation, partnership or other legal entity) any of its subsidiariesStockholder, including, without limitation, the such Stockholder's Shares, pursuant to, any indenture or other loan document provision or other note, bond, mortgage, indenture, contract, agreement, lease, license, franchisepermit, 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, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent the performance by such Stockholder of its obligations under this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Endorex Corp)