No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholders, no shareholder, officer, employee or consultant of the Company 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 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 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 business as presently conducted or currently proposed to be conducted, will, to the Company'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 is now bound.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Gametech International Inc), Stock Purchase Agreement (Novothy Gerald R), Stock Purchase Agreement (Gametech International Inc)
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, Indemnitors' and the Stockholders' Knowledge'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 is now are currently bound.
Appears in 3 contracts
Sources: Subscription Agreement (Covad Communications Group Inc), Subscription Agreement (Covad Communications Group Inc), Subscription Agreement (Covad Communications Group Inc)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno Stockholder, no shareholderdirector, officer, employee Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement or is 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 or any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s business as presently conducted or presently 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 as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's, Indemnitors' and the 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, directors, employees Employees, or consultants is now bound.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Taleo Corp), Agreement and Plan of Reorganization (Advent Software Inc /De/)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno Shareholder, no shareholderdirector, officer, employee Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement or is 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 or any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s business as presently conducted or presently 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 as presently conducted or currently proposed to be conducted, will, to the Knowledge of the Company's, Indemnitors' and the 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, directors, employees Employees, or consultants is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge knowledge of the Company, Indemnitors and the StockholdersAcquiror, no shareholder, officer, employee or consultant of the Company Acquiror 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 Acquiror, Sub and/or Target or that would interfere with the CompanyAcquiror, Sub and/or Target's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the CompanyAcquiror's 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 business as presently conducted or currently presently proposed to be conductedconducted by the Acquiror, will, to the Company's, Indemnitors' and the Stockholders' KnowledgeAcquiror'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 is now so bound.
Appears in 1 contract
Sources: Asset Purchase and Share Issuance Agreement (New World Batteries, Inc.)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno member, no shareholderdirector, officer, employee consultant or consultant Employee of the Company is obligated under any contract or agreement or is 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 carry out his/her functions to promote the interests of the Company 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 presently 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 as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's, Indemnitors' and the 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, directors, employees Employees, or consultants is now bound.. 2.16
Appears in 1 contract
Sources: Purchase Agreement (eHealth, Inc.)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno stockholder, no shareholderdirector, officer, current employee or consultant of the Company or any ERISA Affiliate is obligated under any contract or agreement or is agreement, subject to any judgment, decree 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 ERISA Affiliate 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 presently currently proposed to be conducted nor any activity of such officers, directors, current employees or consultants in connection with the carrying on of the Company's business or any ERISA Affiliate's businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's, Indemnitors' and the Stockholders' Knowledge, conflict with or result in a material 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 current employees, or consultants is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the StockholdersSeller, no shareholderMember, manager, officer, employee Employee or consultant of the Company Seller or any of its Affiliates is obligated under any contract or agreement or is 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 Seller or any of its 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 Company's business Seller’s Business as presently conducted or presently proposed to be conducted nor any activity of such officers, directorsmanagers, employees Employees or consultants in connection with the carrying on of the Company's business Seller’s Business as presently conducted or currently proposed to be conducted, will, to the Company's, Indemnitors' and the Stockholders' 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, directorsmanagers, employees Employees, or consultants is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno Securityholder, no shareholderdirector, officer, employee Employee or consultant of the Company or any of its ERISA Affiliates is obligated under any contract or agreement or is 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 ERISA Affiliates or that would interfere with the Company's ’s business. Neither To the Company’s Knowledge, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s business as presently conducted or presently 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 as presently conducted or currently proposed to be conducted, will, to the Company's, Indemnitors' and the Stockholders' 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 is now bound.
Appears in 1 contract
Sources: Merger Agreement (Pegasystems Inc)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholders, no shareholderNo Member, officer, employee Employee or consultant of the Company or its Subsidiary is obligated under any contract or agreement or is agreement, subject to any judgment, decree decree, or order of any court or administrative agency that would interfere with such person's Person’s efforts to promote the interests of the Company or its Subsidiary, as applicable, or that would interfere with the Company's businessbusiness of the Company or its Subsidiary. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business of the Company or its Subsidiary as presently conducted or presently 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 its Subsidiary as presently conducted or currently proposed contemplated by the Company to be conducted, will, to the Company's, Indemnitors' and the Stockholders' 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 is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno stockholder, no shareholderdirector, officer, employee Employee or consultant of the Company or any of its ERISA Affiliates is obligated under any contract or agreement or is 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 ERISA Affiliates or that would interfere with the Company's ’s business. Neither To the Company’s Knowledge, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s business as presently conducted or presently 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 as presently conducted or currently proposed to be conducted, will, to the Company's, Indemnitors' and the Stockholders' 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 is now bound.
Appears in 1 contract
Sources: Merger Agreement (Altiris Inc)
No Interference or Conflict. To Except for the Knowledge of the Company, Indemnitors and the StockholdersSpecial Circumstances, no shareholderstockholder, director, officer, employee Employee or consultant of the Company or any of its Affiliates is obligated under any contract or agreement or is 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 Affiliates or that would interfere with the Company's ’s business. Neither To the Company’s Knowledge, neither the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s business as presently conducted or presently 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 as presently conducted or currently proposed to be conducted, will, to the Company's, Indemnitors' and the Stockholders' 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 is now bound.
Appears in 1 contract
Sources: Merger Agreement (Altiris Inc)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholders, no shareholder, officer, employee Employee or consultant of the Company or any of its Subsidiaries is obligated under any contract or agreement or is 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 the execution nor delivery of this Agreement, nor the carrying on of the Company's ’s business as presently conducted or presently 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 any of its Subsidiaries’ businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's, Indemnitors' and the 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, directorsEmployees, employees or consultants is now bound.
Appears in 1 contract
Sources: Merger Agreement (Harmonic Inc)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and Company or --------------------------- the Principal Stockholders, no shareholderstockholder, director, officer, employee Employee or consultant of the Company is obligated under any contract or agreement or is agreement, subject to any judgment, decree 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 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 presently 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 business as presently conducted or currently proposed to be conducted, conducted will, to the Company's, Indemnitors' and Knowledge of the Company or the Principal 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, directors, employees Employees, or consultants is now bound.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Echelon Corp)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno stockholder, no shareholderdirector, officer, employee Employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement or is Contract, 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 Subsidiary 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 presently 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 any Subsidiary’s businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's, Indemnitors' and the 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 Contract under which any of such officers, directors, employees Employees, or consultants is now bound.
Appears in 1 contract
Sources: Merger Agreement (Acxiom Corp)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors Seller and --------------------------- the Principal Stockholders, no shareholder, officer, employee or consultant of the Company Seller 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 Seller or that would interfere with the CompanySeller's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the CompanySeller's 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 CompanySeller's business as presently conducted or currently proposed to be conducted, will, to the Company's, Indemnitors' Seller's and the Principal Stockholders' 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 is now bound.
Appears in 1 contract
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholders, no shareholder, officer, employee or consultant of the Company or the Subsidiary is obligated under any contract or agreement or is subject to any judgment, decree or order of any court or administrative agency that would materially interfere with such person's efforts to promote the interests of the Company or the Subsidiary or that would materially interfere with the Company's or Subsidiary's business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's or the Subsidiary's business as presently conducted or presently proposed to be conducted nor any current activity of such officers, directors, employees or consultants in connection with the carrying on of the Company's or the Subsidiary's business as presently conducted or currently proposed to be conducted, will, will to the Company's, Indemnitors' and Knowledge of the Stockholders' Knowledge, 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 boundbound that is reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Probusiness Services Inc)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholders, no shareholder, director, officer, employee Employee or consultant of the Company or any Subsidiary is obligated under any contract or agreement or is 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 Subsidiary 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 presently 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 any Subsidiary’s businesses as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's, Indemnitors' and the 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, directors, employees Employees, or consultants is now bound.
Appears in 1 contract
Sources: Merger Agreement (F5 Networks Inc)
No Interference or Conflict. To the Knowledge of the Company, Indemnitors and the Stockholdersno stockholder, no shareholderdirector, officer, employee Employee or consultant of the Company is obligated under any contract Contract or agreement or is subject to any judgment, decree decree, or order of any court or administrative agency that would interfere in any material manner with such person's ’s efforts to promote the interests of the Company 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 presently proposed to be conducted by the Company and its Subsidiaries nor any activity of such officers, directors, employees Employees or consultants in connection with the carrying on of the Company's ’s business as presently conducted or currently proposed to be conducted, conducted will, to the Knowledge of the Company's, Indemnitors' and the 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 Contract under which any of such officers, directors, employees Employees or consultants is now bound.
Appears in 1 contract
Sources: Merger Agreement (Solarcity Corp)