No Interference or Conflict. To the Knowledge of the Company, no officer, Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement, 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 its Subsidiaries or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently conducted or proposed to be conducted nor any activity of such officers, Employees or consultants in connection with the carrying on of the Company’s business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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, Employees, or consultants is now bound.
Appears in 1 contract
Samples: Merger Agreement (Harmonic Inc)
No Interference or Conflict. To the Knowledge of the CompanySeller and --------------------------- the Principal Stockholders, no shareholder, officer, Employee employee or consultant of the Company or any of its Subsidiaries Seller is obligated under any contract or agreement, agreement subject to any judgment, decree, decree or order of any court or administrative agency that would interfere with such person’s 's efforts to promote the interests of the Company or any of its Subsidiaries Seller or that would interfere with the Company’s Seller's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s Seller's business as presently conducted or presently proposed to be conducted nor any activity of such officers, Employees directors, employees or consultants in connection with the carrying on of the Company’s Seller's business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted conducted, will, to the Knowledge of Seller's and the CompanyPrincipal Stockholders' 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, Employeesdirectors, employees or consultants is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, no shareholder, officer, Employee employee or consultant of the Company or any of its Subsidiaries the Subsidiary is obligated under any contract or agreement, agreement subject to any judgment, decree, decree or order of any court or administrative agency that would materially interfere with such person’s 's efforts to promote the interests of the Company or any of its Subsidiaries the Subsidiary or that would materially interfere with the Company’s 's or Subsidiary's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s 's or the Subsidiary's business as presently conducted or proposed to be conducted nor any current activity of such officers, Employees directors, employees or consultants in connection with the carrying on of the Company’s 's or the Subsidiary's business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted willconducted, will to the Knowledge of the Company, Company 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, Employeesdirectors, employees or consultants is now boundbound that is reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Probusiness Services Inc)
No Interference or Conflict. To the Knowledge of the Company, no shareholder, director, officer, Employee or consultant of the Company or any of its Subsidiaries Subsidiary is obligated under any contract or agreement, 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 its Subsidiaries Subsidiary or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’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 business or any of its Subsidiaries’ Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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 is now bound.
Appears in 1 contract
Samples: Merger Agreement (F5 Networks Inc)
No Interference or Conflict. To the Knowledge of the Company, no officerShareholder that currently holds 10% or more of the issued and outstanding Company Common Stock, or director, officer or Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement, or is 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 its Subsidiaries or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors or Employees or consultants in connection with the carrying on of the Company’s business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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 or Employees, or consultants is now bound.
Appears in 1 contract
Samples: Merger Agreement (Rambus Inc)
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee current employee or consultant of the Company or any of its Subsidiaries ERISA Affiliate is obligated under any contract or agreement, subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s 's efforts to promote the interests of the Company or any of its Subsidiaries ERISA Affiliate or that would interfere with the Company’s 's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s 's business as presently conducted or currently proposed to be conducted nor any activity of such officers, Employees directors, current employees or consultants in connection with the carrying on of the Company’s 's business or any of its Subsidiaries’ ERISA Affiliate's businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, conflict with or result in a material breach of the terms, conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, Employeesdirectors, current employees, or consultants is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the CompanyCompany --------------------------- and the Indian Subsidiary, no Stockholder, officer, Employee employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement, agreement subject to any judgment, decree, decree or order of any court or administrative agency that would interfere with such person’s 's efforts to promote the interests of the Company or any of its Subsidiaries or that would interfere with the Company’s 's business. Neither To the Knowledge of the Company, neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s 's business as presently conducted or proposed to be conducted conducted, nor any activity of such its officers, Employees directors, employees or consultants in connection with the carrying on of the Company’s 's business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted willconducted, to the Knowledge of the Company, 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, Employeesdirectors, employees or consultants is now bound.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Centillium Communications Inc)
No Interference or Conflict. To the Knowledge of the CompanySeller, no Member, manager, officer, Employee or consultant of the Company Seller or any of its Subsidiaries Affiliates is obligated under any contract or agreement, 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 Seller or any of its Subsidiaries Affiliates or that would interfere with Seller’s Business. To the Company’s business. Neither Knowledge of Seller, neither the execution nor delivery of this Agreement, nor the carrying on of the CompanySeller’s business Business as presently conducted or proposed to be conducted nor any activity of such officers, managers, Employees or consultants in connection with the carrying on of the CompanySeller’s business or any of its Subsidiaries’ businesses Business as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, will 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, managers, Employees, or consultants is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, no Shareholder, director, officer, Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement, 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 its Subsidiaries or that would interfere with the Company’s or any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’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 business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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 is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, no member, director, officer, consultant or Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement, subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s efforts to carry out his/her functions to promote the interests of the Company or any of its Subsidiaries or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’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 business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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 is now bound.. 2.16
Appears in 1 contract
Samples: Purchase Agreement (eHealth, Inc.)
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract Contract or agreement, agreement or subject to any judgment, decree, or order of any court or administrative agency that would interfere in any material manner with such person’s efforts to promote the interests of the Company or any of its Subsidiaries or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently conducted or proposed to be conducted by the Company and its Subsidiaries nor any activity of such officers, directors, Employees or consultants in connection with the carrying on of the Company’s business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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, Employeesdirectors, Employees or consultants is now bound.
Appears in 1 contract
Samples: Merger Agreement (Solarcity Corp)
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee or consultant of the Company or any of its Subsidiaries Subsidiary is obligated under any contract or agreementContract, 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 its Subsidiaries Subsidiary or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’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 business or any of its Subsidiaries’ Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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 is now bound.
Appears in 1 contract
Samples: Merger Agreement (Acxiom Corp)
No Interference or Conflict. To the Knowledge of the CompanyCompany or --------------------------- the Principal Stockholders, no stockholder, director, officer, Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement, subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s 's efforts to promote the interests of the Company or any of its Subsidiaries or that would interfere with the Company’s 's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s '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 business or any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the CompanyCompany or the Principal Stockholders, 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 is now bound.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Echelon Corp)
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee employee or consultant of the Company or any of its Subsidiaries Subsidiary is obligated under any contract or agreementContract, 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 its Subsidiaries Subsidiary or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently conducted or proposed to be conducted nor any activity of such officers, Employees directors, employees or consultants in connection with the carrying on of the Company’s business or any of its Subsidiaries’ Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, 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, Employeesdirectors, employees, or consultants is now bound.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Square, Inc.)