Common use of Power and Authority; No Violation Clause in Contracts

Power and Authority; No Violation. TDS has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS and this Agreement constitutes a legal, valid and binding obligation of TDS enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, nor the consummation by TDS of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) or By-laws of TDS, (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS is a party or by which TDS or any of its property may be bound, or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS or any of its property is bound, or (ii) give rise to any right of first refusal, subscription or similar right with respect to any interest in, or any properties or assets of, TDS or any of its Subsidiaries. Except as described on EXHIBIT 4.1(b) annexed hereto, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, or the consummation by TDS of the transactions contemplated hereby or thereby, in order to render this Agreement, the Additional Agreements and the transactions contemplated hereby or thereby valid and effective.

Power and Authority; No Violation. TDS has The Investor has, and prior to the Closing Date Sonera U.S. will have, full power and authority to execute, deliver and perform its obligations under this Agreement and the Additional Agreements, as applicable, and to consummate the transactions contemplated herebyhereby or thereby, as applicable. This Agreement Agreement, the Additional Agreements and any all transactions contemplated hereby or thereby have been duly and validly authorized by all necessary action on the part of the Investor, and prior to the Closing Date the Joint Venture Agreement and all transactions contemplated thereby will have been duly and validly authorized by all necessary action on the part of Sonera U.S., and, assuming the due authorization and execution of this Agreement by TDS and the Aerial Parties, this Agreement constitutes a legal, valid and binding obligation of TDS the Investor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither Except as described on EXHIBIT 4.2(b) annexed hereto, neither the execution, delivery or performance of this AgreementAgreement or, upon their execution, the Additional Agreements, nor the consummation by TDS of the transactions contemplated hereby or thereby by the Sonera Parties, as applicable, will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) Certificates of Incorporation or By-laws laws, or other constituent documents of TDSeither Sonera Party, (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS either Sonera Party is a party or by which TDS either of them or any of its their respective property may be boundbound or affected, or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS either Sonera Party is a party or any by which either of its them or their respective property is boundbound or affected, or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS of either Sonera Party that, in the case of either clause (i) or (ii), would have a material adverse effect on the ability or capacity of either Sonera Party to execute and deliver, or to consummate the transactions contemplated by or perform their obligations under, this Agreement or any of its SubsidiariesAdditional Agreement. Except as described on EXHIBIT 4.1(b4.2(b) annexed hereto, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries either Sonera Party in connection with the execution and delivery of, and performance by TDS either Sonera Party of its their respective obligations under, this Agreement, Agreement or the Additional Agreements, as applicable, or the consummation by TDS either Sonera Party of the transactions contemplated hereby or thereby, as applicable, in order to render this Agreement, the Additional Agreements and the transactions contemplated hereby or thereby valid and effective.

Power and Authority; No Violation. TDS The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS the Company and this Agreement constitutes a legal, valid and binding obligation of TDS the Company enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by the Company will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in certificate of incorporation, by-laws, stockholders agreements or other constituent documents of the Investment Agreement) or By-laws of TDS, Company; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS the Company is a party or by which TDS the Company or any of its property may be boundbound or affected except for any default or loss of rights, which individually or in the aggregate, would not have a Material Adverse Effect on the Company; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS the Company is a party or any of by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its Subsidiariesthe Company. Except as described set forth on EXHIBIT 4.1(bSchedule 4.01(b) annexed heretohereof, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries the Company in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Company to sell the Purchased Shares.

Power and Authority; No Violation. TDS Each Aerial Party has full power and authority to execute, deliver and perform its obligations under this Agreement and the Additional Agreements and to consummate the transactions contemplated herebyhereby or thereby, except that the Company shall be required to amend its Certificate of Incorporation pursuant to Section 3.1(f) hereof prior to the Closing Date. This Agreement Agreement, the Additional Agreements and any all transactions contemplated hereby or thereby have been duly and validly authorized by all necessary action on the part of TDS each of the Aerial Parties and, assuming the due authorization and execution of this Agreement by the Investor, this Agreement constitutes a legal, valid and binding obligation of TDS each of the Aerial Parties, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither Except as described on EXHIBIT 4.1(b) annexed hereto, neither the execution, delivery or performance of this AgreementAgreement or, upon their execution, the Additional Agreements, nor the consummation by TDS of the transactions contemplated hereby or thereby by the Aerial Parties will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) or of Incorporation, By-laws laws, or other constituent documents of TDS, either Aerial Party or any of their respective Subsidiaries; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS either Aerial or any of its Subsidiaries is a party or by which TDS Aerial or any of its Subsidiaries or their respective property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS Aerial or any of its Subsidiaries is a party or by which they or their respective property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS of Aerial or any of its Subsidiaries. Except as described on EXHIBIT 4.1(b) annexed hereto, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS Aerial or any of its Subsidiaries in connection with the execution and delivery of, and performance by TDS Aerial or the Company of its their respective obligations under, this Agreement, the Additional Agreements, or the consummation by TDS Aerial or the Company of the transactions contemplated hereby or thereby, in order to render this Agreement, the Additional Agreements and the transactions contemplated hereby or thereby valid and effective.

Power and Authority; No Violation. TDS The Issuer has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS Issuer and this Agreement constitutes a legal, valid and binding obligation of TDS Issuer enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by Issuer will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) certificate of incorporation, by-laws, stockholders agreements or By-laws other constituent documents of TDS, Issuer; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS Issuer is a party or by which TDS Issuer or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS Issuer is a party or any of by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its SubsidiariesIssuer. Except as described on EXHIBIT 4.1(b) annexed hereto, no No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries Issuer in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable Issuer to sell the Purchased Shares (including shares of Common Stock into which such shares may be converted).

Power and Authority; No Violation. TDS The Issuer has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS Issuer and this Agreement constitutes a legal, valid and binding obligation of TDS Issuer enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by Issuer will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) certificate of incorporation, by-laws, stockholders agreements or By-laws other constituent documents of TDS, Issuer; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS Issuer is a party or by which TDS Issuer or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS Issuer is a party or any of by which it or its property is boundbound or affected, other than such exceptions in the case of subclauses (A), (B) and (C) which would not reasonably be expected to have a material adverse effect on the transactions contemplated hereby or on the Issuer; (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS of Issuer; or (iii) give rise to the Company's right to redeem any shares of its SubsidiariesStock. Except as described on EXHIBIT 4.1(b) annexed hereto, no No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries Issuer in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable Issuer to sell the Stock.

Power and Authority; No Violation. TDS Each of HTL and the Investor has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS HTL and the Investor and this Agreement constitutes a legal, valid and binding obligation of TDS HTL and the Investor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by HTL or the Investor will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in memorandum and articles of association, certificate of incorporation, by-laws, stockholders agreements or other constituent documents of HTL or the Investment Agreement) or By-laws of TDS, Investor; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS HTL or the Investor is a party or by which TDS it or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS HTL or any of the Investor is a party or by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS of HTL or any of its Subsidiariesthe Investor. Except as described on EXHIBIT 4.1(b) annexed heretofor the filings under the HSR Act and the expiration or termination of certain applicable waiting periods under the HSR Act, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS HTL or any of its Subsidiaries the Investor in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Investor to purchase the Purchased Shares.

Power and Authority; No Violation. TDS Each of HTL and the Investor has full power and authority to execute, deliver and perform its obligations under this Agreement and the Shareholders Agreement and to consummate the transactions contemplated herebyhereby or thereby. This Agreement and any the Shareholders Agreement and all transactions contemplated hereby or thereby have been duly and validly authorized by all necessary action on the part of TDS each of HTL and the Investor and this Agreement constitutes constitutes, and upon execution thereof by the parties thereto the Shareholders Agreement shall constitute, a legal, valid and binding obligation of TDS each of HTL and the Investor, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither Except as described on EXHIBIT 4.02(b) annexed hereto, neither the execution, delivery or performance of this Agreement, Agreement or the Shareholders Agreement nor the consummation by TDS of the transactions contemplated hereby or thereby by HTL or the Investor will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in memorandum and articles of association, certificates of incorporation, by-laws, stockholders agreements or other constituent documents of either HTL or the Investment Agreement) or By-laws of TDS, Investor; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS either HTL or the Investor is a party or by which TDS either of them or any of its their respective property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS either HTL or any the Investor is a party or by which either of its them or their respective property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS of either HTL or any of its Subsidiariesthe Investor. Except as described on EXHIBIT 4.1(b4.02(b) annexed hereto, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS either HTL or any of its Subsidiaries the Investor in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, Agreement or the Additional Agreements, Shareholders Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, Agreement or the Additional Agreements and Shareholders Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Investor to purchase the Purchased Shares.

Power and Authority; No Violation. TDS Seller has full power and authority to execute, deliver and perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS Seller and this Agreement constitutes a legal, valid and binding obligation of TDS Seller enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement by Seller nor the consummation by TDS of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, both (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) partnership agreement or By-laws other constituent documents of TDS, Seller; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS Seller is a party or by which TDS Seller or any of its property properties may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS Seller is a party or any of by which its property is bound, properties are bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its SubsidiariesSeller. Except as described on EXHIBIT 4.1(bExhibit 5.01(b) annexed hereto, no permit, consent, approval, authorization, qualification filing or registration of, or declaration to or filing with, any governmental or regulatory authority or agency or approval of any third party is required to be obtained or made by TDS or any of its Subsidiaries Seller in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, in order to (A) render this Agreement, the Additional Agreements Agreement and the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable Seller to sell the Purchased Assets and Business to Buyer and to consummate the transactions contemplated hereby. Seller has not granted any powers of attorney granting to any Person the right to bind Seller other than those to be released on or prior to the Closing Date or those which do not relate to the Business, the Purchased Assets or the transactions contemplated hereby.

Power and Authority; No Violation. TDS The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS the Company and this Agreement constitutes a legal, valid and binding obligation of TDS the Company enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by the Company will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in certificate of incorporation, by-laws, stockholders agreements or other constituent documents of the Investment Agreement) or By-laws of TDS, Company; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS the Company is a party or by which TDS the Company or any of its property may be boundbound or affected except for any default or loss of rights, which individually or in the aggregate, would not have a Material Adverse Effect on the Company; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS the Company is a party or any of by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its Subsidiariesthe Company. Except as described set forth on EXHIBIT 4.1(bSCHEDULE 4.01(b) annexed heretohereof, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries the Company in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Company to sell the Purchased Shares.

Power and Authority; No Violation. TDS The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS the Company and this Agreement constitutes a legal, valid and binding obligation of TDS the Company enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by the Company will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in certificate of incorporation, by-laws, stockholders agreements or other constituent documents of the Investment Agreement) or By-laws of TDS, Company; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS the Company is a party or by which TDS the Company or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS the Company is a party or any of by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its Subsidiariesthe Company. Except as described on EXHIBIT 4.1(b) annexed hereto, no No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries the Company in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Company to sell the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) and the Exchanged Shares.

Power and Authority; No Violation. TDS The Investor has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS the Investor and this Agreement constitutes a legal, valid and binding obligation of TDS the Investor enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by the Investor will, with or without the giving of notice or the passage of time, or both, (iA) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (Ax) any provision of the Restated Certificate articles of incorporation, by-laws, stockholders agreements or other constituent documents of the Investor or any Investor Subsidiary; (as defined in the Investment Agreement) or By-laws of TDS, (By) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS the Investor or any Investor Subsidiary is a party or by which TDS the Investor or any the property of its property the Investor may be bound, bound or affected; or (Cz) any law, order, judgment, ordinance, rule, regulation or decree to which TDS or any Investor Subsidiary is a party or by which the Investor or the property of its property the Investor is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS of the Investor or any of its Subsidiaries. Except as described on EXHIBIT 4.1(b) annexed hereto, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, or the consummation by TDS of the transactions contemplated hereby or thereby, in order to render this Agreement, the Additional Agreements and the transactions contemplated hereby or thereby valid and effectiveInvestor Subsidiary.

Power and Authority; No Violation. TDS The Issuer has full power and --------------------------------- authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS Issuer and this Agreement constitutes a legal, valid and binding obligation of TDS Issuer enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by Issuer will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) certificate of incorporation, by-laws, stockholders agreements or By-laws other constituent documents of TDS, Issuer; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS Issuer is a party or by which TDS Issuer or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS Issuer is a party or any of by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its SubsidiariesIssuer. Except as described on EXHIBIT 4.1(b) annexed hereto, no No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries Issuer in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable Issuer to sell the Purchased Shares (including shares of Common Stock into which such shares may be converted).

Power and Authority; No Violation. TDS The Investor has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS the Investor and this Agreement constitutes a legal, valid and binding obligation of TDS the Investor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by the Investor will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in articles of incorporation, by-laws, stockholders agreements or other constituent documents of the Investment Agreement) or By-laws of TDS, Investor; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS the Investor is a party or by which TDS it or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS the Investor is a party or any of by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its Subsidiariesthe Investor. Except as described on EXHIBIT 4.1(b) annexed hereto, no No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries the Investor in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Investor to purchase the Purchased Shares.

Power and Authority; No Violation. TDS The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS the Company and this Agreement constitutes a legal, valid and binding obligation of TDS the Company enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by the Company will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in certificate of incorporation, by-laws, stockholders agreements or other constituent documents of the Investment Agreement) or By-laws of TDS, Company; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS the Company is a party or by which TDS the Company or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS the Company is a party or any of by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS or any of its Subsidiariesthe Company. Except as described on EXHIBIT 4.1(b) annexed heretofor the filings under the HSR Act and the expiration or termination of certain applicable waiting periods under the HSR Act, no permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries the Company in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, thereby in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Company to sell the Purchased Shares.

Power and Authority; No Violation. TDS Each of HTL and the Investor has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS HTL and the Investor and this Agreement constitutes a legal, valid and binding obligation of TDS HTL and the Investor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, Agreement nor the consummation by TDS of the transactions contemplated hereby by HTL or the Investor will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in memorandum and articles of association, certificate of incorporation, by-laws, stockholders agreements or other constituent documents of HTL or the Investment Agreement) or By-laws of TDS, Investor; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS HTL or the Investor is a party or by which TDS it or any of its property may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS HTL or any of the Investor is a party or by which it or its property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest ininterest, or any properties or assets ofassets, TDS of HTL or any of its Subsidiariesthe Investor. Except as described on EXHIBIT 4.1(b) annexed hereto, no No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS HTL or any of its Subsidiaries the Investor in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, in order to (A) render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effectiveeffective and (B) enable the Investor to purchase the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) and the Exchanged Shares.

Power and Authority; No Violation. TDS DoCoMo has full all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the Investor Agreement and the Warrant Agreement and to consummate the transactions contemplated herebyhereby and thereby. This As of November 30, 2000, this Agreement, the Investor Agreement and any the Warrant Agreement and all transactions contemplated hereby and thereby shall have been duly and validly authorized by all necessary action on the part of TDS DoCoMo, and upon execution and delivery by the parties thereto of this Agreement, the Investor Agreement constitutes a legaland the Warrant Agreement, valid and such agreements shall constitute, legally binding obligation obligations of TDS DoCoMo, enforceable in accordance with its their terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to enforcement of or affecting creditors' rights generallyrights. Neither Except as described on Schedule 2.2(b) annexed hereto, neither the execution, delivery or performance of this Agreement, the Investor Agreement or the Warrant Agreement, nor the consummation by TDS of the transactions contemplated hereby by this Agreement, the Investor Agreement or the Warrant Agreement by DoCoMo will, with or without the giving of notice or of the passage of time, or both, (i) conflict with, violate, result in a default, breach default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate (as defined in the Investment Agreement) or By-laws constituent documents of TDS, DoCoMo; (B) any material contract, note, bond, indenture, mortgage, deed of trust, trust contract, agreement, lease or other instrument or obligation to which TDS DoCoMo is or is to be a party or by which TDS or any of its property DoCoMo may be bound, bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS DoCoMo is or any of its is to be a party or by which DoCoMo's property is bound, bound or affected; or (ii) give rise to any right of first refusal, subscription refusal or similar right with respect to any interest in, or any properties or assets ofof DoCoMo; except in the case of subclauses (B) and (C) of clause (i) for conflicts, TDS defaults, losses or any Liens and except in the case of clause (ii) for rights of first refusal or similar rights that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on DoCoMo's ability to consummate the transactions contemplated by and perform its Subsidiariesobligations under this Agreement, the Investor Agreement and the Warrant Agreement. Except as described on EXHIBIT 4.1(bSchedule 2.2(b) annexed hereto, no permit, consent, approval, authorizationAuthorization, qualification or registration of, or declaration to or filing with, with any governmental Governmental Entity or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries DoCoMo in connection with the execution and delivery of, and performance by TDS of its obligations under, this Agreement, the Additional Agreements, Investor Agreement or the Warrant Agreement or the consummation by TDS of the transactions contemplated hereby or thereby, in order to render by this Agreement, the Additional Agreements and Investor Agreement or the transactions contemplated hereby or thereby valid and effectiveWarrant Agreement.

Power and Authority; No Violation. TDS The Party has full power and authority to execute, deliver and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS the Party, and this Agreement constitutes a legal, valid and binding obligation of TDS the Party enforceable against the Party in accordance with its terms, except as to the extent such enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance, reorganization or other similar laws from time to time in effect affecting or relating to the enforcement of creditors' rights generallygenerally or by principles governing the availability of equitable remedies. Neither the execution, delivery or performance of this Agreement, Agreement by the Party nor the consummation by TDS of the transactions contemplated hereby herein by the Party will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violatebreach, result in a default, breach default or loss of rights (or give rise to any right rights of termination, cancellation or acceleration) under, or result in the creation of any Lienlien, pursuant to (Aa) any provision of the Restated Certificate articles (or certificate) of incorporation, as defined in the Investment Agreement) case may be, or By-laws other constituent documents of TDS, the Party; (Bb) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS the Party is a party or by which TDS or any of its property the Party's properties may be bound, bound or affected; or (Cc) any law, order, judgment, ordinance, rule, regulation or decree legal requirements to which TDS the Party is a party or any of its property is bound, by which the Party's properties are bound or (ii) give rise to any right of first refusal, subscription or similar right with respect to any interest in, or any properties or assets of, TDS or any of its Subsidiariesaffected. Except as described on EXHIBIT 4.1(b) annexed hereto, no No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with, with any governmental or regulatory authority or agency or any third party is required to be obtained or made by TDS or any of its Subsidiaries the Party in connection with the execution and delivery of, and performance of this Agreement by TDS of its obligations under, this Agreement, the Additional Agreements, Party or the consummation by TDS the Party of the transactions contemplated hereby or thereby, in order to render this Agreement, the Additional Agreements and Agreement or the transactions contemplated hereby or thereby valid and effective.