No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee of the Company or any Subsidiary of the Company is obligated under any contract or agreement, or subject to any Order of any Governmental Entity, that would conflict with such Person’s employment with the Company or any Subsidiary of the Company, interfere with such Person’s efforts to promote the interests of the Company or any Subsidiary of the Company or that would interfere with the business of the Company or any Subsidiary of the Company. Neither the execution nor delivery of this Agreement, nor the carrying on of the business of the Company or any Subsidiary of the Company 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 business of the Company or any Subsidiary of the Company as presently conducted or proposed to be conducted shall, 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 2 contracts
Samples: Merger Agreement (Fulgent Genetics, Inc.), Merger Agreement (Procore Technologies, Inc.)
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee of the Company or any Subsidiary of the Company Personnel is obligated under any contract or agreement, Contract or subject to any Order judgment, decree or order of any Governmental Entity, court or administrative agency that would conflict with such Person’s employment with the Company or any Subsidiary of the Company, interfere with such Person’s efforts to promote the interests of the Company or any Subsidiary of the Company its Subsidiaries, or that would would, in the case of any Employee or officer, interfere with the business of the Company Company’s or any Subsidiary of its Subsidiaries’ businesses as presently conducted, or that would, in the Companycase 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 business of the Company Company’s or any Subsidiary of the Company its Subsidiaries’ 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 business of the Company Company’s or any Subsidiary of the Company its Subsidiaries’ businesses as presently conducted or proposed to be conducted shallconducted, will, to the Knowledge of the 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 Contract under which any of such officers, directors, Employees, or consultants Company Personnel is now bound.
Appears in 1 contract
Samples: Merger Agreement (Vistaprint N.V.)
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee of the Company or any Subsidiary of the Company Personnel is obligated under any contract or agreement, agreement or subject to any Order judgment, decree or order of any Governmental Entity, court or administrative agency that would conflict with such Person’s employment with the Company or any Subsidiary of the Company, interfere with such Personperson’s efforts to promote the interests of the Company or any Subsidiary of the Company its Subsidiaries, or that would would, in the case of any Employee, officer or consultant, interfere with the business of the Company Company’s or any Subsidiary of its Subsidiaries’ businesses as presently conducted, or that would, in the Companycase 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 business of the Company Company’s or any Subsidiary of the Company its Subsidiaries’ 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 business of the Company Company’s or any Subsidiary of the Company its Subsidiaries’ businesses as presently conducted or proposed to be conducted shallconducted, will, to the Knowledge of the 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, directors, Employees, or consultants Company Personnel is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee of the Company or any Subsidiary of the Company is obligated under any contract or agreement, or subject to any Order of any Governmental Entity, that would materially conflict with such Person’s employment with the Company or any Subsidiary of the Company, interfere with such Person’s efforts to promote the interests of the Company or any Subsidiary of the Company or that would interfere with the business of the Company or any Subsidiary of the Company. Neither the execution nor delivery of this Agreement, nor the carrying on of the business of the Company or any Subsidiary of the Company 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 business of the Company or any Subsidiary of the Company as presently conducted or proposed to be conducted shall, to the Knowledge of the Company, materially 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 stockholder, director, officer, Employee of the Company or any Subsidiary of the Company current employee, consultant, advisor, or independent contractor is obligated under any contract or agreement, or subject to any Order of any Governmental Entitycourt or administrative agency, that would conflict with such Person’s employment or engagement with the Company or any Subsidiary of the Companyits Subsidiaries, interfere with such Person’s efforts to promote the interests of the Company or any Subsidiary of the Company its Subsidiaries or that would interfere with the business of the Company or any Subsidiary of the Companyits Subsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the business of the Company or any Subsidiary of the Company its Subsidiaries 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 business of the Company or any Subsidiary of the Company its Subsidiaries as presently conducted or proposed to be conducted shall, 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, directors, Employeesemployees, or consultants is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee of the Company or any Subsidiary of the Company is obligated under any contract or agreement, or subject to any Order of any Governmental Entitycourt or administrative agency, that would conflict with such Person’s employment with the Company or any Subsidiary of the Company, interfere with such Person’s efforts to promote the interests of the Company or any Subsidiary of the Company or that would interfere with the business of the Company or any Subsidiary of the Company. Neither the execution nor delivery of this Agreement, nor the carrying on of the business of the Company or any Subsidiary of the Company 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 business of the Company or any Subsidiary of the Company as presently conducted or proposed to be conducted shall, 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 (Compass Group Diversified Holdings LLC)