Common use of No Conflict; Consents and Approvals Clause in Contracts

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by each of VMware and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by each of VMware and Merger Sub with the provisions hereof and thereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of VMware or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate of incorporation or bylaws of VMware or Merger Sub, (ii) any material Contract to which VMware or any of its Subsidiaries is a party by which VMware, any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in section 5.3(b), any Law or any rule or regulation of the New York Stock Exchange applicable to VMware or any of its Subsidiaries or by which VMware, any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as would not have a VMware Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by each of VMware and Merger Sub does Purchaser do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by each of VMware and Merger Sub Purchaser with the provisions hereof do not, and thereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or remedy or to the loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties, assets or rights of VMware Purchaser or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Purchaser Charter or Purchaser Bylaws, or the articles or certificate of incorporation or bylaws (or similar organizational documents) of VMware Purchaser or Merger Subany other Subsidiary of Purchaser, (ii) any material Purchaser Material Contract to which VMware Purchaser or any of its Subsidiaries is a party or by which VMware, Purchaser or any of its Subsidiaries or any of their respective properties or assets may be bound as of the date hereof or (iii) subject to the governmental filings and other matters referred to in section 5.3(bSection 4.4(b), any Law or any rule or regulation of the New York Stock Exchange any self-regulatory authority applicable to VMware Purchaser or any of its Subsidiaries or by which VMware, Purchaser or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (ii) and (iii), as individually or in the aggregate would not have a VMware Purchaser Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by each of VMware and Merger Sub the Company does not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by each of VMware and Merger Sub the Company with the provisions hereof and thereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of VMware the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Company Charter or Company Bylaws, (ii) the certificate of incorporation or bylaws (or similar organizational documents) of VMware or Merger Subany Subsidiary of the Company, (iiiii) any material Material Contract to which VMware the Company or any of its Subsidiaries is a party or by which VMware, the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iiiiv) subject to the governmental filings and other matters referred to in section 5.3(bSection 3.5(b), any Law federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the New York Stock Exchange NASDAQ applicable to VMware the Company or any of its Subsidiaries or by which VMware, the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or any Permits, except as, in the case of clauses (iiiii) and (iiiiv), as individually or in the aggregate, has not had and would not reasonably be expected to have a VMware Material Adverse EffectEffect (provided, that clause (4) of the definition of Material Adverse Effect shall be disregarded for purposes of this Section 3.5(a)).

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by each of VMware and Merger Sub does Purchaser do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by each of VMware and Merger Sub Purchaser with the provisions hereof do not, and thereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or remedy or to the loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties, assets or rights of VMware Purchaser or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Purchaser Charter or Purchaser Bylaws, or the articles or certificate of incorporation or bylaws (or similar organizational documents) of VMware or Merger Subany Subsidiary of Purchaser, (ii) any material Purchaser Material Contract to which VMware Purchaser or any of its Subsidiaries is a party or by which VMware, Purchaser or any of its Subsidiaries or any of their respective properties or assets may be bound as of the date hereof or (iii) subject to the governmental filings and other matters referred to in section 5.3(bSection 4.4(b), any Law or any rule or regulation of the New York Stock Exchange any self-regulatory authority applicable to VMware Purchaser or any of its Subsidiaries or by which VMware, Purchaser or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (ii) and (iii), as individually or in the aggregate would not have a VMware Purchaser Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement Saturn Support Agreement, the Xxxxxx Support Agreements, and the Support Post-Closing Stockholders Agreement by each of VMware Xxxxxx and Merger Sub Sub, as applicable, does not and will not, and the consummation of the Merger Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated hereby and thereby and compliance by each of VMware Xxxxxx and Merger Sub with the provisions hereof and thereof will not, (i) conflict with or violate the Xxxxxx Charter, the Xxxxxx Bylaws or the articles of incorporation or bylaws of Merger Sub, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the material properties, assets or rights of VMware Xxxxxx or any of its Subsidiaries underSubsidiaries, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate of incorporation or bylaws of VMware or including Merger Sub, (ii) under any material Contract to which VMware Xxxxxx or any of its Subsidiaries is a party or by which VMware, Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental and regulatory filings and other matters referred to in section 5.3(bSection 4.5(b), conflict with or violate any Law or any rule or regulation of the New York Stock Exchange applicable to VMware Xxxxxx or any of its Subsidiaries or by which VMware, Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case cases of clauses (ii) and (iii)) above for any such conflicts, as violations, breaches, defaults or other occurrences, individually or in the aggregate, that would not reasonably be expected to have a VMware Xxxxxx Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by each of VMware and Merger Sub does the Parent Parties do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by each Transactions (with or without notice or lapse of VMware and Merger Sub with the provisions hereof and thereof time, or both) will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties, assets or rights of VMware the Parent Parties or any of its their respective Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate of incorporation or bylaws of VMware or Merger SubParent Organizational Documents, (ii) any material Contract to which VMware any Parent Party or any of its their respective Subsidiaries is a party or by which VMware, the Parent Parties or any of its their Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in section 5.3(bSection 4.5(b), any Law or any rule or regulation of the New York Stock Exchange NYSE applicable to VMware the Parent Parties or any of its their respective Subsidiaries or by which VMwarethe Parent Parties, any of its their Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a VMware Parent Material Adverse Effect (provided, that clause (D) of the definition of “Material Adverse Effect” shall be disregarded for purposes of this Section 4.5(a)).

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by each of VMware and Merger Sub Pivotal does not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by each of VMware and Merger Sub Pivotal with the provisions hereof and thereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of VMware Pivotal or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Pivotal Charter or Pivotal Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of VMware or Merger Subany Subsidiary of Pivotal, (ii) any material Contract bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which VMware Pivotal or any of its Subsidiaries is a party or by which VMware, Pivotal or any of its Subsidiaries or any of their respective properties or assets may be bound or that is an EMC-Pivotal Customer Contract or (iii) subject to the governmental filings and other matters referred to in section 5.3(b3.5(b), any Law or any rule or regulation of the New York Stock Exchange applicable to VMware Pivotal or any of its Subsidiaries or by which VMware, Pivotal or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses clause (ii) and ), as individually or in the aggregate, would not have a Material Adverse Effect or in the case of clause (iii), as individually or in the aggregate, would not have be material to Pivotal and its Subsidiaries taken as a VMware Material Adverse Effectwhole.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Rook Support Agreement, the Rook Stockholders Agreement and the Xxxxxx Stockholders Agreement by Xxxxxx and Merger Sub, as applicable, and the execution, delivery and performance of the Xxxxxx Support Agreement by each of VMware does not and Merger Sub does will not, and the consummation of the Merger Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated hereby and thereby and compliance by each of VMware Xxxxxx and Merger Sub with the provisions hereof and thereof will not, (i) conflict with or violate the Xxxxxx Charter, the Xxxxxx Bylaws or the articles of incorporation or bylaws of Merger Sub, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the material properties, assets or rights of VMware Xxxxxx or any of its Subsidiaries underSubsidiaries, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate of incorporation or bylaws of VMware or including Merger Sub, (ii) under any material Contract to which VMware Xxxxxx or any of its Subsidiaries is a party or by which VMware, Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental and regulatory filings and other matters referred to in section 5.3(bSection 4.5(b), conflict with or violate any Law or any rule or regulation of the New York Stock Exchange applicable to VMware Xxxxxx or any of its Subsidiaries or by which VMware, Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case cases of clauses (ii) and (iii)) above for any such conflicts, as violations, breaches, defaults or other occurrences, individually or in the aggregate, that would not reasonably be expected to have a VMware Xxxxxx Material Adverse Effect.

No Conflict; Consents and Approvals. (ai) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement Voting Agreements by each of VMware and Merger Sub does the Representing Party do not, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement (the “Transactions”) and thereby and compliance performance by each of VMware and Merger Sub the Representing Party with the provisions hereof and thereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of VMware the Representing Party or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (iA) the certificate organizational documents of incorporation the Representing Party, or bylaws the organizational documents of VMware or Merger Subany Subsidiary of the Representing Party, (iiB) any material Contract to which VMware the Representing Party or any of its Subsidiaries is a party or by which VMware, the Representing Party or any of its Subsidiaries or any of their respective properties or assets may be bound or (iiiC) subject to receipt of the Representing Party’s stockholder approval (if applicable) and the governmental filings and other matters referred to in section 5.3(bSection 4.1(c)(ii), any Law or any rule or regulation of the New York Stock Exchange NASDAQ applicable to VMware the Representing Party or any of its Subsidiaries or by which VMware, the Representing Party or any of its Subsidiaries or any of their respective properties or assets may be bound, except except, in the case of clauses (iiB) and (iiiC), as as, individually or in the aggregate, has not had and would not reasonably be expected to have a VMware Material Adverse EffectEffect with respect to the Representing Party.