Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 (a) The execution, delivery and performance by each of the Company Disclosure Schedule, neither the execution IDT Parent and delivery by the Company each IDT Subsidiary of this Agreement nor and the consummation by the Company of the Transactions transactions contemplated hereby (including, without limitation, the Mergers) by each of IDT Parent and each IDT Subsidiary, and the execution, delivery and performance by IDT Parent of the Registration Rights Agreement and the consummation of the transactions contemplated thereby by IDT Parent, do not and will not contravene any Applicable Law (subject to the expiration of the Waiting Period and the expiration or termination of any applicable waiting period under the HSR Act), except for any such contravention that would not, individually or in accordance with the terms hereofaggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by each of IDT Parent and each IDT Subsidiary of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Mergers) by each of IDT Parent and each IDT Subsidiary, and the execution, delivery and performance by IDT Parent of the Registration Rights Agreement and the consummation of the transactions contemplated thereby by IDT Parent, (i) will conflict with or not (A) violate, result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute cancellation or acceleration) under any Contract to which IDT Parent or any IDT Subsidiary is a default) underparty or by which its respective assets is subject, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or (B) result in the creation or imposition of any lien, security interest, charge or encumbrance Lien upon any of the properties assets of IDT Parent or any IDT Subsidiary, and (ii) will not conflict with or violate any provision of the Company Certificate of Incorporation or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any Bylaws of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company IDT Parent or any of IDT Subsidiary, each as in effect on the Company Subsidiaries is a party, or by which date hereof and as will be in effect on the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse EffectClosing Date.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule(a) The execution, neither the execution delivery and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby does not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the Transactions in accordance with consummation of the terms hereof transactions contemplated hereby (i) will not (x) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with due notice or lapse of time or both) a default under any contract, would constitute a default) underlease, or result in the termination or in a right of termination or cancellation ofloan agreement, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bondBenefit Plan, mortgage, indenturesecurity agreement, deed of trust indenture or (y) any license, franchise, permit, lease, contract, other agreement or other instrument, commitment or obligation instrument to which the Company or any of the Company its Subsidiaries is a party, party or by which any of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 4.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) will not violate any provision of its Charter or Bylaws, and (iii) will not result in the Company Subsidiaries Investor or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than its Affiliates or Permitted Transferees being (x) an "Acquiring Person" under the filings provided for in Article II of this Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XxxRights Agreement"), xxe antitrust by and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by between the Company and consummation First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse EffectDGCL.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the (a) The execution and delivery of this Agreement by the Company of this Agreement nor do not, and the consummation by the Company of the Transactions in accordance transactions contemplated hereby will not, (i) violate, breach or conflict with the terms hereofcertificate of incorporation, will conflict with bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or result in a breach of any provisions of the Articles of Organizationother organizational documents, Bylawsas applicable, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in ; (ii) constitute a breach of any provision or violation of, or constitute a default (or an event whichthat, with or without notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or result other agreement or instrument to which the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and that, to the termination extent required by applicable law, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or in a right of termination or cancellation of, or accelerate the performance required by, or (iv) result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties property or asset of the Company or any Company Subsidiary pursuant to the Company Subsidiaries underagreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breaches, violations, defaults or result liens that would not, individually or in being declared voidthe aggregate, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation reasonably be expected to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than , and (B) in the filings provided for in Article II case of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 clause (xxx "XXX Xxx"iv), xxe antitrust for redemption and competition laws any other rights granted to the holders of foreign countriesthe Convertible Notes pursuant to the Indenture. For the avoidance of doubt, the Exchange Act, the Securities Act, or applicable state securities Parent acknowledges and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would Merger shall not have constitute a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Amendment, the Voting Agreement Amendment, or the Loan Agreement Amendment, nor consummation the performance by the Company of its obligations hereunder or under the Transactions Merger Agreement in accordance with the terms hereofhereof or thereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Charter or the organizational documents of Company Bylaws or the Company or any Company SubsidiaryRights Agreement. Except as set forth in Section 5.6 4.6 of the Company Disclosure ScheduleSchedule attached to the Original Merger Agreement, the execution and delivery by the Company of this Amendment, the Voting Agreement Amendment and the Loan Agreement Amendment, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions in accordance with the terms hereof of the Merger Agreement will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, indenture or deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their its properties is bound, except as otherwise individually or in the aggregate would not reasonably be expected to have a Company Material Adverse EffectEffect or to prevent or materially delay the Closing or the performance of the Merger Agreement by the Company. Other than the filings provided for in Article II I of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust Merger Agreement and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "any Regulatory Filings"), the execution and delivery of this Agreement Amendment by the Company, the performance by the Company does not, of its obligations under the Merger Agreement and the performance of this Agreement by the Company and consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consentone or more consents, approval approvals, or authorization authorizations of, or declarationdeclarations, filing filings or registration with, registrations with any governmental or regulatory authority authorities, individually or in the aggregate, would not be reasonably expected either to have a Company Material Adverse EffectEffect or to prevent or delay the Closing or the performance of the Merger Agreement by the Company.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Organization or the organizational documents of the Company or any Company SubsidiaryBylaws. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Material Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, indenture or deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Material Company Subsidiaries is a party, or by which the Company or any of the Material Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countriesHSR Act, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory FilingsREGULATORY FILINGS"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental Governmental Entity or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental Governmental Entity or regulatory authority would not have a Company Material Adverse EffectEffect or significantly delay any of the Transactions. Except as set forth in Section 5.6 of the Company Disclosure Schedule, there are no material agreements to which the Company or any Material Company Subsidiary is a party or to which their respective assets may be bound that would result in a material change in the rights or obligations of the parties thereto as a result of a change in control of the Company as contemplated by this Agreement.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Organization or the organizational documents of the Company or any Company SubsidiaryBylaws. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xi) any note, bond, mortgage, indenture, indenture or deed of trust or (yii) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not not, individually or in the aggregate, have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countriesHSR Act, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not not, individually or in the aggregate, have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Sellers Disclosure Schedule, neither the execution and delivery by the Company Sellers of this Agreement nor consummation by the Company Sellers of the Transactions Sales Transaction in accordance with the terms hereof, hereof will conflict with or result in a breach of any provisions of the Articles operating agreements, partnership agreements, articles of Organizationincorporation or bylaws, Bylawsas applicable, or the organizational documents of the Company or any Company SubsidiarySellers. Except as set forth in Section 5.6 of the Company Sellers Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions Sales Transaction in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries Assets under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of of: (xi) any note, bond, mortgage, indenture, indenture or deed of trust (other than the prohibition against transfers without lender's consent as set forth in mortgages or deeds of trust encumbering the Properties and the Required Consent); or (yii) any license, franchise, permit, lease, contract, agreement agreement, commitment or other instrument, commitment encumbering or obligation to which the Company or binding upon any of the Company Subsidiaries is a partyAssets, except, in the case of clause (i) or by which the Company or any of the Company Subsidiaries or any of their properties is bound(ii), except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does Sales Transaction in accordance with the terms hereof will not violate any federal, state or local law, ordinance, statute, rule, regulation, decree or order, except for such violations as would not, require any consentindividually or in the aggregate, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse EffectEffect or prevent the consummation of the Sales Transaction.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Agreement, the Voting Agreement, the Loan Agreement or the Option Agreement, nor the performance by the Company of its obligations hereunder nor the consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Charter or the organizational documents of Company Bylaws or the Company or any Company SubsidiaryRights Agreement. Except as set forth in Section 5.6 4.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement, the Voting Agreement, the Loan Agreement and the Option Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance ("Lien") upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, indenture or deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their its properties is bound, except as otherwise individually or in the aggregate would not reasonably be expected to have a Company Material Adverse EffectEffect or to prevent or materially delay the Closing or the performance of this Agreement by the Company. Other than the filings provided for in Article II I of this AgreementAgreement and any filings, authorizations, orders and approvals as may be required under the HSR Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust NASD and competition laws of foreign countriesAMEX bylaws and rules and regulations, the Exchange Act, the Securities Act, Act or applicable foreign laws and state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does notCompany, and the performance of this Agreement by the Company of its obligations under this Agreement and the consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consentone or more consents, approval approvals, or authorization authorizations of, or declarationdeclarations, filing filings or registration with, registrations with any governmental or regulatory authority authorities, individually or in the aggregate, would not be reasonably expected either to have a Company Material Adverse EffectEffect or to prevent or delay the Closing or the performance of this Agreement by the Company.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the ---------------------- Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles Certificate of OrganizationIncorporation, Bylaws, the Stockholder Agreement, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would could not reasonably be expected to have a Company Material Adverse EffectEffect or impair the Company's ability to consummate the Transactions. Other than the filings provided for in Article II of this Agreement, or as may be required under, and other applicable requirements of, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976 (xxx "XXX Xxx"), xxe antitrust and other applicable competition laws of foreign countriesor regulations, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the ------------------- Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 Schedule 3.6 of the Company Disclosure ScheduleLetter, neither the execution and delivery by the Company of this Agreement, the Option Agreement or any of the Ancillary Documents to which it is a party nor the consummation by the Company of the Transactions in accordance with the terms hereoftransactions contemplated hereby or thereby will: (a) violate, will conflict with or result in a breach of any provisions the respective Certificates of the Articles of Organization, Bylaws, Incorporation or the Bylaws (or equivalent organizational documents documents) of the Company or any Company Subsidiary. Except as set forth in Section 5.6 Subsidiary of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not Company; (b) violate, or conflict with, or result in a breach of any provision of, constitute (with or constitute a default (or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required byby or benefit obtainable under, result in the triggering of any payment or other obligations pursuant to, result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties of the Company or the Company its Subsidiaries under, or result in there being declared void, voidable voidable, or without further binding effect, any of the terms, conditions or provisions of (x) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, sublease, contract, agreement or other instrument, commitment or obligation (each, a "Contract" and, collectively, "Contracts") to which the Company or any of the Company its Subsidiaries is a party, or by which the Company or any of the Company its Subsidiaries or any of their respective properties or assets is bound, except as otherwise for any of the foregoing matters which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Other than ; (c) provided that the authorizations, filings provided for and registrations described in Article II clause (d) of this AgreementSection 3.6 have been obtained and made, violate any Laws applicable to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act Company, any Subsidiary of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does notor any of their respective properties or assets except for any such violations which, individually or in the aggregate, has not had and the performance of this Agreement by the would not reasonably be expected to have a Company and consummation of the Transactions does not, Material Adverse Effect; or (d) require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityGovernmental Entity, except (i) for (A) applicable requirements of the Securities Act and the Exchange Act, (B) the applicable pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (the "HSR Act"), any required filings with or approvals under the EC Merger Regulation (as hereinafter defined) and the Australian Approval (as hereinafter defined), (C) such other required filings with or approvals of foreign competition Law authorities, (D) the applicable requirements of the Communications Act of 1934, as amended (the "FCC Act"), and (E) the filing and recordation of a Certificate of Merger pursuant to the DGCL, or (ii) where the failure to obtain any such consent, approval or authorization ofauthorization, or declaration, to make any such filing or registration withwould not, any governmental individually or regulatory authority would not in the aggregate, have or reasonably be expected to have a Company Material Adverse EffectEffect and would not prevent or materially delay consummation of the transactions contemplated hereby.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Charter or the organizational documents of Company Bylaws or the Company or any Company SubsidiaryRights Agreement (as defined in Section 5.26). Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance ("Lien") upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, indenture or deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their its properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II I of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Securities Exchange Act of 1976 1934, as amended (xxx the "XXX XxxExchange Act"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in Section 5.6 of the Company Disclosure Schedulefollowing paragraph, neither the execution and delivery of this Agreement and the Registration Rights Agreement, the execution, delivery and filing of the Certificate of Designations by the Company, the issuance of the Preferred Stock and the Common Stock issuable upon conversion of or as dividends on the Preferred Stock by the Company, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement or by the Certificate of Designations, the compliance by the Company of this Agreement nor consummation by the Company with any of the Transactions in accordance with provisions hereof or of the terms hereofRegistration Rights Agreement or the Certificate of Designations will not (i) conflict with, will conflict with violate or result in a any breach of any provisions the Restated Certificate of the Articles of OrganizationIncorporation, Bylaws, by-laws or the organizational other charter documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Scheduleits Subsidiaries, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or (ii) result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default or result in the termination or in a give rise to any right of termination termination, cancellation or cancellation of, or accelerate the performance required byacceleration under, or result in the creation of any lien, security interest, charge Lien on or encumbrance upon against any of the properties of the Company or the Company any of its Subsidiaries under, or result in being declared void, voidable or without further binding effect, pursuant to any of the terms, terms or conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment instrument or obligation to which the Company or any of the Company its Subsidiaries is a party, party or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of the Company its Subsidiaries or any of their properties is boundor assets, except as otherwise excluding from the foregoing clauses (i) and (ii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Company Material Adverse Effect, would not prevent or materially delay consummation of the transactions contemplated hereby and would not affect the validity of the issuance of the Preferred Stock or of the Common Stock issuable upon conversion of or as dividends on the Preferred Stock. Other than (b) Except for (i) the filings provided for filing of the Certificate of Designations in Article II accordance with the Delaware General Corporations Law, (ii) applicable requirements, if any, under Blue Sky Laws and (ii) the filing of this Agreementa Registration Statement, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Entity, is required to be made or obtained by or with respect to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act Company or any of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings"), its Subsidiaries in connection with the execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the issuance of the Preferred Stock and the Common Stock issuable upon conversion of or as dividends on the Preferred Stock by the Company does not, and or the performance of this Agreement consummation by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effecttransactions contemplated hereby and thereby. 3.6.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, or the organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XxxXXX"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory FilingsREGULATORY FILINGS"), the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof, hereof will conflict with or result in a breach of any provisions of the Articles of OrganizationIncorporation, Bylaws, or the other organizational documents of the Company or of any Company Subsidiary. Except as set forth in Section 5.6 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not (i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-XxxxxScott-Xxxxxx Xxxitrust Improvements Act Rodino Antitrusx Xxxxxxxxxxxx Xct of 1976 (xxx the "XXX XxxHSR Act"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, or xxx Xxxxxxxx Xxx xx applicable state securities and "Blue Sky" laws (collectivelylaws, and other than filings required by the "Regulatory Filings")Insurance Commissioners and state Governmental Entities with regulatory authority over the Company Subsidiaries, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority as would not (A) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. (a) Except as set forth in Section 5.6 5.6(a) of the Company Disclosure Schedule, neither the execution and delivery by the Company of this Agreement nor consummation by the Company of the Transactions in accordance with the terms hereof, will conflict with or result in a breach of any provisions of the Articles of Organization, Bylaws, Company Certificate or the Company Bylaws or any comparable organizational documents of the Company or any Company Subsidiary. Except as set forth in Section 5.6 5.6(a) of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in (x) a breach violation of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (y) any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (x) any note, bond, mortgage, indenture, deed of trust or (y) any trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation (collectively, "Contracts") to --------- which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except in each such case as otherwise would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II I of this Agreement, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976 0000 (xxx "XXX Xxx"), xxe antitrust and competition laws the Securities Exchange Act of foreign countries1934, as amended (the ------- "Exchange Act"), the Securities Act, Act or applicable state securities and "Blue ------------ Sky" laws, the Communications Act of 1934, as amended, and any regulations promulgated thereunder (the "Communications Act"), the rules and regulations of ------------------ local, state, or foreign PUCs (the "PUC Regulations"), and the applicable local, --------------- state, or foreign laws regulating the telecommunications industry (the "Utility ------- Laws") (collectively, the "Regulatory Filings"), ) the execution and delivery of ---- ------------------ this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authorityGovernmental Entity, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violation; Consents. Except as set forth in Section 5.6 of the Company Disclosure Schedule, neither Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the Transactions in accordance with the terms hereof, hereof will conflict with or result in a breach of any provisions of the Articles of OrganizationIncorporation, Bylaws, or the other organizational documents of the Company or of any Company Subsidiary. Except as set forth in Section 5.6 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (xa) any note, bond, mortgage, indenture, deed of trust or (yb) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their properties is bound, except as otherwise would not (i) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or (ii) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Other than the filings provided for in Article II of this Agreement, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxe antitrust and competition laws of foreign countries, the Exchange Act, the Securities Act, Act or applicable state securities and "Blue Sky" laws (collectively, the "Regulatory Filings")laws, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and consummation of the Transactions does do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority as would not (A) prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or (B) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.