Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers of this Agreement or the other Transaction Agreements, nor the consummation by Sellers of the Transactions, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, (ii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affected, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as a whole.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements None of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers of this Agreement or Agreement, the other Transaction AgreementsNon-Compete Agreement, nor the ▇▇▇▇ of Sale, and the Assignment, the consummation by Sellers of the Transactionstransactions contemplated hereby or thereby, nor performance or compliance by Sellers the Seller with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision result in a breach of any Seller’s certificate of incorporation or bylaws, the certificate of formation or limited liability company agreement, certificate operating agreement of limited partnership, partnership agreement or other governing documents, as applicablethe Seller, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with other instrument or violate any Law or Order applicable obligation to any which the Seller or any of the Acquired Assetsis a party, or by which any the Seller, 's properties or any of the Acquired Assets, assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1, exceptno consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in each case connection with the execution, delivery and performance by the Seller of clauses (ii) thru (iv)this Agreement, as would notthe Non-Compete Agreement, individually the ▇▇▇▇ of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in the aggregate, reasonably be expected to be material to the Acquired Assets connection with this Agreement or the Assumed Liabilities, taken as a wholeconsummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits Governmental Authorizations or consents set forth on Schedule Section 3.3 of the Disclosure Letter are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement investment or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied withwith and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, neither the execution and delivery by Sellers of this Agreement or the other Transaction Agreements, nor and the consummation by Sellers of the Transactions, nor Transactions contemplated hereby and the performance or compliance by Sellers with any of the terms or provisions hereof or thereof, do not and will not (i) conflict with or violate any provision of any a Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, any Acquired Entities’ respective Organizational Documents (ii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Material Contract or accelerate any Seller’s or Acquired Entity’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller Sellers, the Acquired Entities or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affected, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assets, except, in each the case of clauses (ii) thru through (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as have a wholeMaterial Adverse Effect.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements None of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers of this Agreement or Agreement, the other Transaction AgreementsNon-Compete Agreement, nor the B▇▇▇ of Sale, and the Assignment, the consummation by Sellers of the Transactionstransactions contemplated hereby or thereby, nor performance or compliance by Sellers the Seller with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision result in a breach of any Seller’s certificate of incorporation or bylaws, the certificate of formation or limited liability company agreement, certificate operating agreement of limited partnership, partnership agreement or other governing documents, as applicablethe Seller, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with other instrument or violate any Law or Order applicable obligation to any which the Seller or any of the Acquired Assetsis a party, or by which any the Seller, 's properties or any of the Acquired Assets, assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1, exceptno consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in each case connection with the execution, delivery and performance by the Seller of clauses (ii) thru (iv)this Agreement, as would notthe Non-Compete Agreement, individually the B▇▇▇ of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in the aggregate, reasonably be expected to be material to the Acquired Assets connection with this Agreement or the Assumed Liabilities, taken as a wholeconsummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers the Company of this Agreement or the other Transaction AgreementsAgreement, nor the consummation by Sellers of the Transactions, nor performance or transactions contemplated hereby and compliance by Sellers the Company with any of the terms or provisions hereof or thereof, does not and will not (i) conflict with or violate any provision result in a breach of any Seller’s certificate the articles of incorporation or bylawsincorporation, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing documents, as applicableconstitutive documents of the Company or any of its Subsidiaries, (ii) violate except as set forth in Section 2.1(d) of the Company Disclosure Schedule, conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, mortgage, indenture, or accelerate any Seller’s obligations under any such Material Contractlicense, (iii) conflict with franchise, permit, agreement or violate any Law other instrument or Order applicable obligation to any Seller which the Company or any of the Acquired Assetsits Subsidiaries is a party, or by which any Seller, properties or assets of the Company or any of the Acquired Assets, its Subsidiaries may be bound or affected, except for (1) such conflicts, breaches or defaults that are, individually and in the aggregate, immaterial and (2) such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained or will be obtained before the Closing at no material cost to the Company and without giving to any person any material additional rights, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (except for such violations that are, individually and in the aggregate, immaterial) or (iv) result in the creation or imposition of any Encumbrance Claim upon any shares of Company Capital Stock or capital stock of any of the Company's Subsidiaries or any property or assets used or held by the Company or any of its Subsidiaries. No consent or approval by, or notification of or filing with, any governmental authority or agency is required in connection with the execution, delivery and performance by the Company of this Agreement, or the consummation of the transactions contemplated hereby except for (other than x) the filing of a Permitted Encumbrance) on any Acquired Assetspremerger notification and report form under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, exceptas amended, in each case of clauses and the rules and regulations promulgated thereunder (ii) thru (ivthe "HSR Act"), as would notand the expiration or early termination of the applicable waiting period under the HSR Act, (y) the filing of the Certificate of Merger with the Delaware Secretary of State and (z) such other consents, approvals or notifications that are, individually or and in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as a wholeimmaterial.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtainedThe execution, (b) delivery and performance by the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers Company of this Agreement or the other Transaction Agreements, nor and the consummation by Sellers of the Transactions, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, transactions contemplated hereby do not and will not (i) conflict with or violate result in a breach of the Charter or bylaws of the Company or any provision or equivalent governing documents of any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicableits Subsidiaries, (ii) violate conflict with, breach or constitute result in a breach of or default (with or without notice or lapse of time, or both) under (or give rise to a any right of termination, modificationcancellation or acceleration, or cancelation of any obligation or to the loss of any benefitright or the creation of any obligation) under, or result in the imposition of any Lien under, any of the terms or provisions of any Material Contract note, bond, lease, mortgage, indenture, or accelerate any Seller’s obligations under any such Material license, franchise, permit, agreement or other written or oral contract, instrument or obligation (each, a “Contract, (iii”) conflict with or violate any Law or Order applicable to any Seller or which any of the Acquired Assets, Company or its Subsidiaries is a party or by which any Sellersuch Person or its properties or assets are bound or (iii) assuming that all consents referred to in Section 4.4(b) have been obtained, and all filings described in such Section have been made, violate any Laws applicable to the Company or any of the Acquired Assetsits Subsidiaries or any such Person’s properties or assets, may be bound or affected, or (iv) result except in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assets, except, in each case cases of clauses (ii) thru and (iviii), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except for the filings, consents, approvals, notifications and registrations (i) set forth in Section 4.4(b) of the Disclosure Schedule, (ii) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976 (including the rules and regulations promulgated thereunder, the “HSR Act”), (iii) under the Competition Act, (iv) the filing of the Certificate of Merger as may be material required under the DGCL in connection with the Merger or (v) the failure of which to be obtained would not, individually or in the Acquired Assets aggregate, reasonably be expected to have a Company Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by the Company of this Agreement or the Assumed Liabilities, taken as a wholeconsummation of the transactions contemplated hereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals as described in this Agreement are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery by Sellers of this Agreement or the other Transaction Agreementsand each Ancillary Agreement, nor and the consummation by Sellers of the Transactionstransactions contemplated hereby and thereby, nor and the performance or and compliance by Sellers with any of the terms or provisions hereof or thereof, do not and will not (i) conflict with or violate any provision (1) of any Sellerthe Company’s certificate articles of incorporation or bylaws, certificate bylaws or (2) of formation or limited liability company agreement, certificate the similar organizational documents of limited partnership, partnership agreement or other governing documents, as applicableany of the Company’s Subsidiaries, (ii) conflict with or violate any Law or Order applicable to the Company, any of its Subsidiaries or any of the Acquired Assets or by which the Company, any of its Subsidiaries or any of the Acquired Assets may be bound or affected, (iii) conflict with, violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or result in the acceleration of any obligation under or give rise to a right of termination, modification, acceleration or cancelation of any obligation or to the loss of any benefitbenefit under, any of the terms or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with Permit, loan or violate credit agreement or other Contract to which the Company or any Law of its Subsidiaries is a party or Order applicable by which the Company or any of its Subsidiaries is bound or to any Seller or which any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affectedAssets is subject, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assetsproperties or assets of the Company or any of its Subsidiaries, except, in each the case of clauses (ii), (iii) thru and (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as have a wholeMaterial Adverse Effect.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither Neither the execution and delivery by Sellers of this ------------------- Agreement, the Registration Rights Agreement (defined below Section 4.2(c)), the Employment Agreements (defined below in Section 4.1(i)) or the other Transaction AgreementsLetter Agreements (defined below in Section 4.1(m)), nor the consummation by Sellers of the Transactions, transactions contemplated hereby or thereby nor performance or compliance by Sellers any Seller with any of the terms or provisions hereof or thereof, thereof will (i) conflict with or violate any provision result in a breach of the articles of incorporation, by-laws or other constitutive documents of any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicableMARS Company, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contractnote, (iii) conflict with or violate any Law or Order applicable to any Seller bond, lease, mortgage, indenture, or any of the Acquired Assetsmaterial license, franchise, permit, agreement or other instrument or obligation to which any MARS Company is a party, or by which any Seller, MARS Company or any of the Acquired AssetsMARS Company's properties or assets, may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 2.1(c) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to any MARS Company or any MARS Company's properties or assets or (iv) result in the creation or imposition of any Encumbrance (Claim upon any property or assets used or held by any MARS Company. No consent or approval by, or any notification of or filing with, any person is required in connection with the execution, delivery and performance by any Seller of this Agreement or any other than agreement or document to which such Seller is a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), party as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets contemplated by this Agreement or the Assumed Liabilitiesconsummation of the transactions contemplated hereby or thereby except for such other consents, taken approvals, orders, authorizations, registrations, declarations and filings as a wholeare set forth in Section 2.1(c) of the Disclosure Schedule.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither Neither the execution and delivery by Sellers of this Agreement or the other Transaction AgreementsInstrument of Assumption of Liabilities, nor the consummation by Sellers of the Transactions, transactions contemplated hereby or thereby nor performance or compliance by Sellers the Purchaser with any of the terms or provisions hereof or thereof, thereof will (i) conflict with or violate result in a breach of any provision of any Seller’s certificate of incorporation or bylawsthe charter, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing documents, as applicableconstituent documents of the Purchaser, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, lease, mortgage, license, permit, agreement or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable other obligation to any Seller or any of which the Acquired AssetsPurchaser is a party, or by which any Sellerthe Purchaser, or any of the Acquired AssetsPurchaser's properties or assets, may be bound or affected, except for such conflict, breach or default as to which waivers or consents shall be obtained by the Purchaser before the Closing (which waivers or consents are set forth in SCHEDULE 4.3(a)) unless the Seller or Dynatech, in the discretion of either, expressly waives in writing the Purchaser's obligation hereunder to obtain the same, (iii) violate any law, regulation, order or decree applicable to the Purchaser or any of the Purchaser's properties or assets, or (iv) other than in connection with the Financing, result in the creation of any Encumbrance security interest or other encumbrance upon any property of assets of the Purchaser. (b) SCHEDULE 4.3(b) contains a list of all registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications, waivers and other than a Permitted Encumbrance) on actions of any Acquired Assetskind required of any Person or Government Authority or private agencies in connection with the execution, except, in each case delivery and performance of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets this Agreement or the Assumed LiabilitiesInstrument of Assumption of Liabilities by the Purchaser, taken as a wholeor the consummation of the transactions contemplated hereby and thereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers of this Agreement or by the other Transaction AgreementsCompany do not, nor and the performance by the Company of this Agreement and the consummation by Sellers the Company of the Transactionstransactions contemplated hereby will not, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of any Seller’s certificate the articles of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement bylaws or other governing documents, as applicableorganizational documents of the Company or any of its Subsidiaries, (ii) violate materially conflict with, result in a material violation or breach of, or constitute a breach of or default (with or without due notice or lapse of time, time or both) under a material default (or give rise to a any right of termination, modification, cancellation, right of redemption or cancelation of repurchase or acceleration), under any obligation material Permit or Material Contract to the loss of any benefit, which any of the terms Company or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired Assetsits Subsidiaries is a party, or by which any Sellersuch Person or its properties or assets are bound, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b) have been obtained and all filings and obligations described in Section 3.4(b) have been made, violate any Law applicable to the Company, any of its Subsidiaries or any of the Acquired Assets, may be bound their properties or affected, assets or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on upon any Acquired Assets, property or assets used or held by the Company or any of its Subsidiaries except, in each case of with respect to clauses (iiiii) thru and (iv), as such triggering of payments, Liens, Encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except for (1) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be material to required under the Acquired Assets DGCL or the Assumed LiabilitiesExchange Act or Nasdaq regulations in connection with the Merger, taken (3) any consent or approval of or registration or filing with the Federal Communications Commission (“FCC”), any state public service or public utilities commission, or similar state regulatory agency or body that regulates the business of the Company or any of its Subsidiaries (each, a “State PUC”) as is listed in Section 3.4(b) of the Disclosure Schedule, and (4) any municipal franchising authority (each, a whole“Municipal Franchising Authority”) having regulatory authority over the business of the Company and its Subsidiaries as conducted in any given jurisdiction and that is listed in Section 3.4(b) of the Disclosure Schedule, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby, where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The affirmative vote of the holders of a majority of outstanding shares of Common Stock (the “Required Company Stockholders”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and Act, any other applicable antitrust, competition, foreign direct involvement investment or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) and any notifications required by any applicable Laws promulgated by any states are complied with, neither the execution and delivery by Sellers of this Agreement or the other Transaction Agreements, nor the consummation by Sellers of the Transactions, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, (ii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Material Contract or accelerate any Seller’s or any Non-Debtor’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller Sellers or the Non-Debtors or any of the Acquired Assets, or by which any Seller, Seller or any of the Acquired Assets, Assets may be bound or affectedbound, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assets, except, in each the case of clauses (ii) thru through (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as have a wholeMaterial Adverse Effect.