COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. The execution, delivery and performance by the Company of this Agreement, the Warrants, the Registration Agreement and the Stockholders Agreement, each in accordance with their respective terms, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval, authorization, permit or license which has not already been obtained from, or require the Company to effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority, (ii) violate any Applicable Law with respect to the Company, except any such violation which would not be reasonably likely to have a Materially Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under (a) the Certificate of Incorporation or the Bylaws of the Company or (b) any indenture, agreement, credit facility or other instrument to which the Company or any Subsidiary of the Company is a party or by which any such company or its properties may be bound or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Company or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cornstein David B), Securities Purchase Agreement (Telehublink Corp)
COMPLIANCE WITH OTHER DOCUMENTS AND CONTEMPLATED TRANSACTIONS. The Except for, and subject to the receipt of the Required Consents, all of which are set forth in ANNEX 6(d), the execution, delivery and performance by the Company of this Agreement, the Warrants, the Registration Agreement and the Stockholders AgreementDesignations, each in accordance with their respective terms, and the consummation of the transactions contemplated hereby by this Agreement and therebythe Designations, do not and will not (i) require any consent, approval, authorization, permit or license which has not already been obtained from, or require the Company to effect any filing or registration which has not already been effected with, any federal, state or local regulatory authority, (ii) violate any Applicable Law with respect to the Company, except any such violation which would not be reasonably likely to have a Materially Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under (a) the Certificate of Incorporation or the Bylaws bylaws of the Company Company, or (b) under any indenture, agreement, credit facility or other instrument instrument, including the Licenses, to which the Company or any Subsidiary of the Company is a party or by which any such company or its properties may be bound bound, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Company or any of its Subsidiaries. All Notification and Report Forms required to be filed under the HSR Act with respect to the transactions contemplated by this Agreement have been filed and the applicable waiting period under the HSR Act has been terminated.
Appears in 2 contracts
Samples: Contribution and Exchange Agreement (Tci Satellite Entertainment Inc), Contribution and Exchange Agreement (Tci Satellite Entertainment Inc)