Common use of No Interference or Conflict Clause in Contracts

No Interference or Conflict. To the knowledge of Sellers, no member or Employee of the Company or its 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 its Subsidiary or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members or Employees in connection with the carrying on of the Company’s business or any of its Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the knowledge of Sellers, 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 members or Employees is now bound.

Appears in 2 contracts

Sources: 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 Sellersthe Company, no member stockholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 Subsidiary Subsidiaries or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Merger Agreement (Nanometrics Inc)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member shareholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 Subsidiary Subsidiaries or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Share Purchase Agreement (Salesforce Com Inc)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Acquired Entities and the Founders, no member shareholder, director, officer, employee or Employee consultant of the Company or its Subsidiary any Acquired Entity is obligated under any contract Contract or agreement, subject to any judgment, decree, or order of any court or administrative agency that would materially interfere with such personPerson’s efforts to promote the interests of the Company or its Subsidiary such Acquired Entity or that would materially interfere with the Company’s or its Subsidiarysuch Acquired Entity’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiaryeach Acquired Entity’s business as presently conducted or proposed to be conducted nor any activity of such members Acquired Entity’s officers, directors, employees or Employees consultants in connection with the carrying on of the Companysuch Acquired Entity’s business or any of its Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe Acquired Entities and the Founders, 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 members officers, directors, employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Share Purchase Agreement (Cornerstone OnDemand Inc)

No Interference or Conflict. To the knowledge Knowledge of the Sellers, no member Company Shareholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 with such person’s efforts to promote the interests of the Company or any of its Subsidiary Subsidiaries or that would interfere with the Company’s business of the Company or any of its Subsidiary’s businessSubsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business of the Company or any of its Subsidiary’s business Subsidiaries as presently conducted or proposed to be conducted nor any activity of such members Senior Managers, directors, employees or Employees consultants in connection with the carrying on of the Company’s business of the Company or any of its Subsidiary’s businesses Subsidiaries as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of the Sellers, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract Contract or agreement under which any of such members Senior Managers, directors, employees, or Employees consultants is now bound.

Appears in 1 contract

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

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member Stockholder or Employee director, officer, employee or consultant of the Company or its any Company 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 personPerson’s efforts to promote the interests of the Company or its Subsidiary and the Company Subsidiaries or that would interfere with the Company’s or its any Company Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any business of its Subsidiary’s business the Company and the Company Subsidiaries as presently conducted or currently proposed to be conducted nor any activity of such members officers, directors, employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s businesses the Company and the Company Subsidiaries as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members or Employees is now bound.or

Appears in 1 contract

Sources: Merger Agreement (Qualcomm Inc/De)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member Shareholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 Subsidiary Subsidiaries or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Merger Agreement (Harmonic Inc)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company and the Shareholders, no member shareholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 personPerson’s efforts to promote the interests of the Company or any of its Subsidiary Subsidiaries or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe Company and the Shareholders, 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Share Purchase Agreement (Actuate Corp)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company and the Principal Shareholders, no member Shareholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 Subsidiary Subsidiaries or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe Company and the Principal Shareholders, 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

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

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company and the Principal Stockholders, no member stockholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 Subsidiary Subsidiaries or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe Company and 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Merger Agreement (NMS Communications Corp)

No Interference or Conflict. To the knowledge of Sellersthe Company, no member or Company Employee of the Company or its Subsidiary is obligated under any contract Contract or agreement, subject to any judgment, decree, or order Order of any court or administrative agency Governmental Entity that would interfere with such personPerson’s efforts to promote the interests of the Company or any of its Subsidiary Subsidiaries or that would interfere with the Company’s business of the Company or any of its Subsidiary’s businessSubsidiaries as presently conducted or currently proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members or Company Employees in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted will, to the knowledge of Sellersthe 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 members or Company Employees is now bound.

Appears in 1 contract

Sources: Share Purchase Agreement (Micron Technology Inc)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member Shareholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 Subsidiary Subsidiaries or that would interfere with the Company’s or its any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Arrangement Agreement (Aruba Networks, Inc.)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member stockholder, director, officer, employee or Employee consultant of the Company or any of its Subsidiary 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 personPerson’s efforts to promote the interests of the Company or any of its Subsidiary subsidiaries or that would interfere with the Company’s business of the Company or any of its Subsidiary’s businesssubsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business of the Company or any of its Subsidiary’s business subsidiaries as presently conducted or proposed to be conducted nor any activity of such members officers, directors, employees or Employees consultants in connection with the carrying on of the Company’s business of the Company or any of its Subsidiary’s businesses subsidiaries as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Merger Agreement (Linkedin Corp)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member current stockholder, director, officer, Employee or Employee consultant of the Company or its any Subsidiary is obligated under any contract or agreement, 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 its any Subsidiary or that would materially interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Merger Agreement (Salesforce Com Inc)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member or Employee of the Company or its Subsidiary Personnel is obligated under any contract Contract or agreement, subject to any judgment, decree, decree or order of any court or administrative agency that would interfere with such personPerson’s efforts to promote the interests of the Company or any of its Subsidiary Subsidiaries, or that would would, in the case of any Employee or officer, interfere with the Company’s or any of its SubsidiarySubsidiaries’ businesses as presently conducted, or that would, in the case of any director, interfere in the discharge of such director’s businessfiduciary duties. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business Subsidiaries’ businesses as presently conducted or proposed to be conducted conducted, nor any activity of such members or Employees Company Personnel in connection with the carrying on of the Company’s business or any of its Subsidiary’s Subsidiaries’ businesses as presently conducted or currently proposed to be conducted conducted, will, to the knowledge Knowledge of Sellersthe 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 members or Employees Company Personnel is now bound.

Appears in 1 contract

Sources: Merger Agreement (Vistaprint N.V.)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member Shareholder or Employee of the Company or its 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 its Subsidiary or that would interfere with the Company’s or its Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’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 members or Employees in connection with the carrying on of the Company’s business or any of its Subsidiary’s businesses as presently conducted or or, to the Knowledge of the Company, as currently proposed contemplated to be conducted as reflected in the Company Forecast, will, to the knowledge Knowledge of Sellersthe 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 members or Employees is now bound.

Appears in 1 contract

Sources: Merger Agreement (Nuance Communications, Inc.)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member Stockholder, director, officer, Employee or Employee Consultant of the Company or any of its Subsidiary 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 Subsidiary Subsidiaries or that would interfere with the Company’s or its any Subsidiary’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Subsidiary’s businesses as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Merger Agreement (Taleo Corp)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member shareholder or Employee director, officer, employee or consultant of the Company or its any Company 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 personPerson’s efforts to promote the interests of the Company or its Subsidiary any Company Subsidiary, or that would interfere with the Company’s or its Subsidiary’s and the Company Subsidiaries’ business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any of its Company Subsidiary’s business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, employees or Employees consultants in connection with the carrying on of the Company’s business or any of its Company Subsidiary’s businesses business as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Share Purchase Agreement (Cohu Inc)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member Stockholder, officer, employee or Employee consultant of the Company or its Subsidiary is obligated under any 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 its Subsidiary any of the Subsidiaries or that would interfere with the Company’s 's or its Subsidiary’s any of the Subsidiaries' business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s 's or any of its Subsidiary’s the Subsidiaries' business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, employees or Employees consultants in connection with the carrying on of the Company’s business 's or any of its Subsidiary’s businesses the Subsidiaries' business as presently conducted or currently proposed to be conducted conducted, will, to the knowledge of SellersCompany'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 members officers, directors, employees or Employees consultants is now bound.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Larscom Inc)

No Interference or Conflict. To the knowledge Knowledge of Sellersthe Company, no member shareholder, director, officer, Employee or Employee consultant of the Company or any of its Subsidiary 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 and each of its Subsidiary Subsidiaries or that would interfere with the Company’s or and each of its Subsidiary’s Subsidiaries’ business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s or any and each of its Subsidiary’s Subsidiaries’ business as presently conducted or proposed to be conducted nor any activity of such members officers, directors, Employees or Employees consultants in connection with the carrying on of the Company’s business or any and each of its Subsidiary’s businesses Subsidiaries’ business as presently conducted or currently proposed to be conducted will, to the knowledge Knowledge of Sellersthe 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 members officers, directors, Employees, or Employees consultants is now bound.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Zovio Inc)