Common use of No Interference or Conflict Clause in Contracts

No Interference or Conflict. To the knowledge of the Company, no --------------------------- shareholder, officer, employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement or subject to any judgment, decree or order of any court or administrative agency, that would interfere with such person's efforts to promote the interests of the Company or the Subsidiaries or that would interfere with the Company's or the Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's or the Subsidiaries' business as presently conducted or proposed to be conducted, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees or consultants are currently bound.

Appears in 3 contracts

Samples: Assignment and Assumption Agreement (Covad Communications Group Inc), Assignment and Assumption Agreement (Covad Communications Group Inc), Covad Communications Group Inc

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No Interference or Conflict. To the knowledge Knowledge of the Company, Indemnitors and the Stockholders, no --------------------------- shareholder, officer, employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement or is subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with such person's efforts to promote the interests of the Company or the Subsidiaries or that would interfere with the Company's or the Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' business as presently conducted or presently proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's or the Subsidiaries' business as presently conducted or currently proposed to be conducted, will, to the Company's knowledge's, Indemnitors' and the Stockholders' Knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees or consultants are currently is now bound.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Gametech International Inc), Employment Agreement (Gametech International Inc), Stock Purchase Agreement (Novothy Gerald R)

No Interference or Conflict. To the knowledge of the CompanySellers, no --------------------------- shareholder, officer, employee member or consultant Employee of the Company or any its Subsidiary is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the Subsidiaries its Subsidiary or that would interfere with the Company's ’s or the Subsidiaries' its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s or the Subsidiaries' any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees members or consultants Employees in connection with the carrying on of the Company's ’s business or the Subsidiaries' business any of its Subsidiary’s businesses as presently conducted or currently proposed to be conducted, conducted will, to the Company's knowledgeknowledge of Sellers, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees members or consultants are currently Employees is now bound.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Union Street Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition Corp.)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderStockholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's ’s or the Subsidiaries' any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Taleo Corp), Agreement and Plan of Reorganization (Advent Software Inc /De/)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderShareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's ’s or the Subsidiaries' any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Arrangement Agreement (Aruba Networks, Inc.)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholder, officer, employee Shareholder or consultant Employee of the Company or any Subsidiary is obligated under any contract or agreement or Contract, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the Subsidiaries or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed or, to the Knowledge of the Company, as currently contemplated to be conducted as reflected in the Company Forecast, nor any activity of such officers, directors, employees or consultants Employees in connection with the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed or, to the Knowledge of the Company, as currently contemplated to be conductedconducted as reflected in the Company Forecast, will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees or consultants are currently Employees is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

No Interference or Conflict. To the knowledge of the Company, no --------------------------- shareholderNo Member, officer, employee Employee or consultant of the Company or any its Subsidiary is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's Person’s efforts to promote the interests of the Company or the Subsidiaries its Subsidiary, as applicable, or that would interfere with the Company's business of the Company or the Subsidiaries' businessits Subsidiary. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business of the Company or the Subsidiaries' business its Subsidiary as presently conducted or proposed contemplated by the Company to be conducted conducted, nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's business of the Company or the Subsidiaries' business its Subsidiary as presently conducted or proposed contemplated by the Company to be conducted, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Music Group, Inc.)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the Subsidiaries any Subsidiary or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the Subsidiaries' business any Subsidiary’s businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Merger Agreement (F5 Networks Inc)

No Interference or Conflict. To the knowledge Knowledge of the CompanyCompany and the Principal Shareholders, no --------------------------- shareholderShareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the any of its Subsidiaries' business ’ businesses as presently conducted or currently proposed to be conducted, conducted will, to the Company's knowledgeKnowledge of the Company and the Principal Shareholders, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Epicor Software Corp)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderSecurityholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its ERISA Affiliates is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the Subsidiaries any of its ERISA Affiliates or that would interfere with the Company's or the Subsidiaries' ’s business. Neither To the Company’s Knowledge, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or currently proposed to be conducted, will, to the Company's knowledge, conducted will conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pegasystems Inc)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderStockholder, officer, employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with such person's efforts to promote the interests of the Company or any of the Subsidiaries or that would interfere with the Company's or any of the Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's or any of the Subsidiaries' business as presently conducted or proposed to be conducted, will, to the Company's knowledgeKnowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Larscom Inc)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholdershareholder or director, officer, employee or consultant of the Company or any Company Subsidiary is obligated under any contract or agreement or Contract, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's Person’s efforts to promote the interests of the Company or the Subsidiaries any Company Subsidiary, or that would interfere with the Company's or ’s and the Company Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s or the Subsidiaries' any Company Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's ’s or the Subsidiaries' any Company Subsidiary’s business as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement Contract under which any of such officers, directors, employees employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Share Purchase Agreement (Cohu Inc)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderShareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the any of its Subsidiaries' business ’ businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harmonic Inc)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderStockholder, director, officer, employee Employee or consultant Consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's ’s or the Subsidiaries' any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

No Interference or Conflict. To the knowledge Knowledge of the CompanyCompany and the Shareholders, no --------------------------- shareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's Person’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the any of its Subsidiaries' business ’ businesses as presently conducted or currently proposed to be conducted, conducted will, to the Company's knowledgeKnowledge of the Company and the Shareholders, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Share Purchase Agreement (Actuate Corp)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderstockholder, director, officer, employee Employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement or Contract, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the Subsidiaries any Subsidiary or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the Subsidiaries' business any Subsidiary’s businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement Contract under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Merger Agreement (Acxiom Corp)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderStockholder or director, officer, employee or consultant of the Company or any Company Subsidiary is obligated under any contract or agreement or Contract, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's Person’s efforts to promote the interests of the Company or and the Company Subsidiaries or that would interfere with the Company's ’s or the Subsidiaries' any Company Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or business of the Subsidiaries' business Company and the Company Subsidiaries as presently conducted or currently proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's or business of the Subsidiaries' business Company and the Company Subsidiaries as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees or consultants are currently bound.or

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qualcomm Inc/De)

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No Interference or Conflict. To Except for the knowledge of the CompanySpecial Circumstances, no --------------------------- shareholderstockholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Affiliates is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the Subsidiaries any of its Affiliates or that would interfere with the Company's or the Subsidiaries' ’s business. Neither To the Company’s Knowledge, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or currently proposed to be conducted, will, to the Company's knowledge, conducted will conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altiris Inc)

No Interference or Conflict. To the knowledge Knowledge of the CompanySellers, no --------------------------- shareholderCompany Shareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract Contract or agreement or subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's business of the Company or the any of its Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business of the Company or the Subsidiaries' business any of its Subsidiaries as presently conducted or proposed to be conducted nor any activity of such officersSenior Managers, directors, employees or consultants in connection with the carrying on of the Company's business of the Company or the Subsidiaries' business any of its Subsidiaries as presently conducted or proposed to be conducted, will, to the Company's knowledgeKnowledge of the Sellers, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract Contract or agreement under which any of such officersSenior Managers, directors, employees employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Share Transfer Agreement (Dolby Laboratories, Inc.)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderstockholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the any of its Subsidiaries' business ’ businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nanometrics Inc)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the any of its Subsidiaries' business ’ businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Share Purchase Agreement (Salesforce Com Inc)

No Interference or Conflict. To the knowledge of the CompanyAcquiror, no --------------------------- shareholder, officer, employee or consultant of the Company or any Subsidiary Acquiror is obligated under any contract or agreement or subject to any judgment, decree or order of any court or administrative agency, that would interfere with such person's efforts to promote the interests of the Company or the Subsidiaries Acquiror, Sub and/or Target or that would interfere with the CompanyAcquiror, Sub and/or Target's or the Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the CompanyAcquiror's or the Subsidiaries' business as presently conducted or presently proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the CompanyAcquiror's or the Subsidiaries' business as presently conducted or presently proposed to be conductedconducted by the Acquiror, will, to the CompanyAcquiror's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees or consultants are currently is so bound.

Appears in 1 contract

Samples: Asset Purchase and Share Issuance Agreement (New World Batteries, Inc.)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to carry out his/her functions to promote the interests of the Company or the and each of its Subsidiaries or that would interfere with the Company's or the ’s and each of its Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the ’s and each of its Subsidiaries' business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's or the ’s and each of its Subsidiaries' business as presently conducted or proposed to be conducted, will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement Contract under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zovio Inc)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholder, officer, employee or consultant of the Company or any Subsidiary Personnel is obligated under any contract or agreement Contract or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with such person's Person’s efforts to promote the interests of the Company or the Subsidiaries any of its Subsidiaries, or that would would, in the case of any Employee or officer, interfere with the Company's ’s or any of its Subsidiaries’ businesses as presently conducted, or that would, in the Subsidiaries' businesscase of any director, interfere in the discharge of such director’s fiduciary duties. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s or the any of its Subsidiaries' business ’ businesses as presently conducted or proposed to be conducted conducted, nor any activity of such officers, directors, employees or consultants Company Personnel in connection with the carrying on of the Company's ’s or the any of its Subsidiaries' business ’ businesses as presently conducted or proposed to be conducted, will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract or agreement Contract under which any of such officers, directors, employees or consultants are currently Company Personnel is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vistaprint N.V.)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholderstockholder, director, officer, employee or consultant of the Company or any Subsidiary of its subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's Person’s efforts to promote the interests of the Company or the Subsidiaries any of its subsidiaries or that would interfere with the Company's business of the Company or the Subsidiaries' businessany of its subsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business of the Company or the Subsidiaries' business any of its subsidiaries as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's business of the Company or the Subsidiaries' business any of its subsidiaries as presently conducted or proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Linkedin Corp)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholder, officer, employee Employee or consultant of the Company or any Subsidiary of its Subsidiaries is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would interfere with such person's ’s efforts to promote the interests of the Company or the any of its Subsidiaries or that would interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the any of its Subsidiaries' business ’ businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directorsEmployees, employees or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harmonic Inc)

No Interference or Conflict. To the knowledge Knowledge of the Company, no --------------------------- shareholdercurrent stockholder, director, officer, employee Employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement or agreement, subject to any judgment, decree decree, or order of any court or administrative agency, agency that would materially interfere with such person's ’s efforts to promote the interests of the Company or the Subsidiaries any Subsidiary or that would materially interfere with the Company's or the Subsidiaries' ’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiaries' ’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business or the Subsidiaries' business any Subsidiary’s businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, employees Employees, or consultants are currently is now bound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Salesforce Com Inc)

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