Governmental Filings; No Conflicts. (a) No notices, reports or other filings are required to be made by any of the Sellers, the Companies or the Company Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of the Sellers, the Companies or the Company Subsidiaries from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by the Sellers and the consummation by the Sellers of the transactions contemplated hereby.
Governmental Filings; No Conflicts. Except for (i) filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (ii) the filing and recordation of appropriate merger documents as required by the NYBCL and, if applicable, the laws of other states in which the Company is qualified to do business, (iii) filings, if any, under securities or blue sky laws or takeover statutes, (iv) filings to fulfill the delisting requirements of the New York Stock Exchange, (v) regulatory filings relating to the operation of the Company's business, (vi) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction and (vii) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which would have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the Certificate of Incorporation of the Company or By-Laws of the Company, as in effect on the date hereof, or (y) assuming the truth of the representations and warranties of Mergeco contained herein and its compliance with all agreements contained herein and assuming the due making of all filings and obtaining all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which the Company or any of its assets or properties is bound, excluding from the foregoing clause (y) conflicts, violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect or a material adverse effect on the Company's ability to consummate the transactions contemplated hereby.
Governmental Filings; No Conflicts. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) European Union Council Regulation (EC) Xx. 000/0000 xx Xxxxxxx 00, 0000 (xxx “EC Merger Regulation”), (C) with or to the Federal Communications Commission (the “FCC”) pursuant to the Communications Act of 1934, as amended (the “Communications Act”), or (D) pursuant to any applicable state or territorial public utility Laws and rules, regulations and orders of any state or territorial public utility commissions (“PUCs”) or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses, in respect of the jurisdictions set forth on Schedule 3.2(d) of the Seller Disclosure Letter, no notices, reports or other filings are required to be made or effected by Seller, Global, Holding, the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller, Global, Holding, the Company or its Subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”) in connection with the execution and delivery of this Agreement by Seller or the performance of its obligations hereunder, except those that the failure to make, effect, or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.
Governmental Filings; No Conflicts. (a) Except for (i) filings required by the applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Securities Act of 1933, as amended (the "SECURITIES ACT"), (ii) the filing and recordation of appropriate Share Exchange documents, including Articles of Share Exchange, as required by the North Carolina Corporation Law and, if applicable, the laws of other states in which the Company is qualified to do business, (iii) filing of Articles of Amendment with the Secretary of State of the State of North Carolina with respect to the Charter Amendment, (iv) filings under securities or blue sky laws or takeover statutes of the various states, (v) filings required to be made with the New York Stock Exchange ("NYSE") and (vi) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which would, individually or in the aggregate, have a Company Material Adverse Effect or materially adversely affect the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Governmental Filings; No Conflicts. (a) Except for (i) filings required by the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), (ii) the filing and recordation of appropriate merger documents as required by the DGCL and, if applicable, the laws of other states in which the Company is qualified to do business, (iii) filings under securities or blue sky laws or takeover statutes of the various states, (iv) the listing requirements of the American Stock Exchange and (v) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which would, individually or in the aggregate, have a Company Material Adverse Effect or materially adversely affect the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Governmental Filings; No Conflicts. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) under the HSR Act or the EC Merger Regulation, (B) with or to the FCC pursuant to the Communications Act, or (C) any applicable public utility Laws and rules, regulations and orders of any PUCs or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses set forth on Schedule 3.3(d) of the Purchaser Disclosure Letter, no notices, reports or other filings are required to be made by Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Purchaser from, any Governmental Entity in connection with the execution and delivery of this Agreement by Purchaser or the performance of its obligations hereunder, except those that the failure to make, effect, or obtain would not, individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect.
Governmental Filings; No Conflicts. (a) No notices, reports or other filings are required to be made by any Company Group Member with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any Company Group Member from, any Governmental Entity in connection with the execution and delivery of this Agreement or any of the Company Transaction Agreements by Utah Holding or the Company or the consummation of the transactions contemplated hereby except for such notices, reports, filings, consents, registrations, approvals, permits and authorizations the failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the consummation of the transactions contemplated hereby.
Governmental Filings; No Conflicts. (a) Other than (i) applicable requirements of the Securities Act, and blue sky laws, or (ii) such consents, approvals, authorizations or permits, filings or notifications that the failure to obtain or make would not prevent or delay consummation of the transactions contemplated by this Agreement, or otherwise prevent or delay a Buyer Group Member from performing its obligations under this Agreement, no notices, reports or other filings are required to be made with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by a Buyer Group Member from, any Governmental Entity in connection with the execution and delivery of this Agreement and the other Buyer Transaction Agreements by the Buyer Group Members and the consummation by the Buyer Group Members of the transactions contemplated hereby and thereby.
Governmental Filings; No Conflicts. (a) No notices, reports or other filings are required to be made by Nyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Nyer from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Nyer and the consummation by Nyer of the transactions contemplated hereby.
Governmental Filings; No Conflicts. The due execution, delivery or performance by such Person of this Agreement, the Credit Agreement and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for (i) filings necessary to perfect Liens created pursuant to the Loan Documents and (ii) registration of the particulars of the Collateral Documents dated on or about the date of this Agreement at the Companies Registration Office in Ireland, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Person or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Person or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of such Person or any of its Subsidiaries, other than Liens created under the Loan Documents.
