Common use of Consents and Approvals; No Violations; Licenses Clause in Contracts

Consents and Approvals; No Violations; Licenses. (a) None of the execution, delivery or performance of any Basic Document or Warrant by the Company, the issuance of any Units, Shortfall Warrants or Litigation Warrants or the consummation by the Company of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Restated Articles of Incorporation, as amended or the By-Laws or other organizational documents of the Company or of any of its Subsidiaries, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized, (ii) require on the part of the Company any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or other governmental or regulatory authority or agency (a "Governmental Entity"), including, without limitation, any consent or approval of any federal, state, local or foreign insurance industry agency, commission or other governing body, except for in the case of clause (ii) (A) filings, permits, authorizations, consents and approvals as may be required under federal and state securities laws, and the laws of other states in which the Company is qualified to do or is doing business, (B) those contemplated by the Basic Documents and Warrants, (C) those set forth on Schedule 4.04 (a), and (D) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or prevent the Company from consummating the transactions contemplated hereby, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Material Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets.

Consents and Approvals; No Violations; Licenses. (a) None of Neither the execution, delivery or performance of any Basic Document or Warrant by the Companythis Agreement, the issuance of any UnitsMC Voting Agreement or the PN Option Agreement by PN, Shortfall Warrants or Litigation Warrants or nor the consummation by the Company PN of the transactions contemplated hereby or thereby, nor compliance by the Company PN with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Restated Articles Certificate of Incorporation, as amended Incorporation or the By-Laws or other organizational documents of the Company PN or of any of its Subsidiaries, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized, (ii) require on the part of the Company PN any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), including, without limitation, any consent or approval of any federal, state, local or foreign insurance industry agency, commission or other governing body, ) except for in the case of clause (ii) (A) filings, permits, authorizations, consents and approvals as may be required under federal under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Federal Communication Commission (the "FCC"), the Communications Act of 1934, as amended (the "Communications Act"), state public utility or public service laws, the Securities Act, the DGCL, state or foreign laws relating to takeovers, state securities or blue sky laws, and the laws of other states in which the Company PN is qualified to do or is doing business, or (B) those contemplated by the Basic Documents and Warrants, (C) those set forth on Schedule 4.04 (a), and (D) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on PN and its Subsidiaries, taken as a whole, or prevent the Company PN from consummating the transactions contemplated herebyhereby or thereby, (iii) except as disclosed on Schedule 3.4(a) to the PN Disclosure Letter, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company PN or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound and which has been included or is required to be included as an exhibit to PN's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "PN Material Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyPN, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on PN and its Subsidiaries, taken as a whole, or prevent PN from consummating the transactions contemplated hereby.

Consents and Approvals; No Violations; Licenses. (a) None of Neither the execution, delivery or performance of any Basic Document this Agreement or Warrant the PN Option Agreement by the CompanyMC, the issuance of any Units, Shortfall Warrants or Litigation Warrants or nor the consummation by the Company MC of the transactions contemplated hereby or thereby, nor compliance by the Company MC with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Restated Articles Certificate of Incorporation, as amended Incorporation or the By-Laws or other organizational documents of the Company MC or of any of its Subsidiaries, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized, (ii) require on the part of the Company MC any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or other governmental or regulatory authority or agency (a "Governmental Entity"), including, without limitation, any consent or approval of any federal, state, local or foreign insurance industry agency, commission or other governing body, Entity except for in the case of clause (ii) (A) filings, permits, authorizations, consents and approvals as may be required under federal under, and other applicable requirements of, the Exchange Act, the HSR Act, the FCC, the Communications Act, state public utility or public service laws, the Securities Act, the DGCL, state or foreign laws relating to takeovers, state securities or blue sky laws, and the laws of other states in which the Company MC is qualified to do or is doing business, or (B) those contemplated by the Basic Documents and Warrants, (C) those set forth on Schedule 4.04 (a), and (D) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect on MC and its Subsidiaries, taken as a whole, or prevent the Company MC from consummating the transactions contemplated herebyhereby or thereby, (iii) except as disclosed on Schedule 4.4 to the MC Disclosure Letter, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company MC or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound and which has been included as an exhibit to MC's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "MC Material Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyMC, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on MC and its Subsidiaries, taken as a whole, or prevent MC from consummating the transactions contemplated hereby.

Consents and Approvals; No Violations; Licenses. (a) None of the execution, delivery or performance of any Basic Document or Warrant by the Company, the issuance of any Units, Shortfall Warrants or Litigation Warrants Units or the consummation by the Company of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the Amended and Restated Articles Certificate of Incorporation, as amended or the Fourth Amended and Restated By-Laws or other organizational documents of the Company or of any of its Subsidiaries, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized, (ii) require on the part of the Company any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or other governmental or regulatory authority or agency (a "Governmental Entity"), including, without limitation, any consent or approval of any federal, state, local or foreign insurance industry agency, commission or other governing body, ) except for in the case of clause (ii) (A) filings, permits, authorizations, consents and approvals as may be required under federal and state securities or blue sky laws, and the laws of other states in which the Company is qualified to do or is doing business, or (B) those contemplated by the Basic Documents and Warrants, (C) those set forth on Schedule 4.04 (a), and (D) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or prevent the Company from consummating the transactions contemplated hereby, (iii) except as disclosed on Schedule 4.04(a), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of the Indenture dated as of September 27, 1995 between the Company and First Union National Bank of Virginia, as trustee (as amended, the "Metrocall Indenture") or any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Material Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets. The Preferred Stock issued pursuant hereto does not and will not constitute "Redeemable Stock" under and as defined in the Metrocall Indenture.