Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of the execution or delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance by the Company with any of the provisions hereof will: (a) conflict with, or result in a violation of any provision of, the Articles of Incorporation or Bylaws of the Company or any of its subsidiaries, each as amended to date; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its subsidiaries or affiliates with, any third party or any Governmental Authority, other than (i) approval of the Merger and the Transactions by the Company Shareholders, (ii) registrations or other actions required under federal and state securities laws, (iii) compliance with the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d) of the Company Disclosure Schedule, and (v) filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company, taken as a whole, and in the case of clauses (c) and (d) for any of the foregoing that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Transactions.

Conflicts; Consents and Approvals. Except Except, in the case of (b), as set forth would not, individually or in Section 5.5 of the Company Disclosure Scheduleaggregate, none of reasonably be expected to have a Material Adverse Effect on Parent, neither the execution or and delivery of this Agreement by the CompanyParent or Merger Sub, nor the consummation of the Transactions transactions contemplated hereby or compliance by the Company with any of the provisions hereof thereby, will: (a) conflict with, or result in a violation breach of any provision of, the Articles Parent Certificate or the Parent Bylaws or the Certificate of Incorporation or and Bylaws of the Company or any of its subsidiaries, each as amended to dateMerger Sub; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Parent or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company Parent or Merger Sub or any of its subsidiaries or their affiliates with, any third party or any Governmental Authority, other than (i) approval of the Merger and the Transactions Parent Stockholder Proposal by the Company Shareholdersstockholders of Parent, (ii) registrations actions required by the HSR Act, (iii) filings and consents under Foreign Antitrust Laws, and (iv) registrations, filings, consents, approvals or other actions required under federal and state securities laws, (iii) compliance with laws and the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d) rules of the Company Disclosure ScheduleNasdaq Stock Market, Inc. as are contemplated by this Agreement, and (v) the filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company, taken as a whole, and in Certificate of Merger with the case Secretary of clauses (c) and (d) for any of the foregoing that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the TransactionsState.

Conflicts; Consents and Approvals. Except Except, in the case of (b), as set forth --------------------------------- would not, individually or in Section 5.5 of the Company Disclosure Scheduleaggregate, none of reasonably be expected to have a Material Adverse Effect on Parent, neither the execution or and delivery of this Agreement by the CompanyParent or Merger Sub, nor the consummation of the Transactions transactions contemplated hereby or compliance by the Company with any of the provisions hereof thereby, will: (a) conflict with, or result in a violation breach of any provision of, the Articles Parent Certificate or the Parent Bylaws or the Certificate of Incorporation or and Bylaws of the Company or any of its subsidiaries, each as amended to dateMerger Sub; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Parent or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company Parent or Merger Sub or any of its subsidiaries or their affiliates with, any third party or any Governmental Authority, other than (i) approval of the Merger and the Transactions Parent Stockholder Proposal by the Company Shareholdersstockholders of Parent, (ii) registrations actions required by the HSR Act, (iii) filings and consents under Foreign Antitrust Laws, and (iv) registrations, filings, consents, approvals or other actions required under federal and state securities laws, (iii) compliance with laws and the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d) rules of the Company Disclosure ScheduleNasdaq Stock Market, Inc. as are contemplated by this Agreement, and (v) the filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company, taken as a whole, and in Certificate of Merger with the case Secretary of clauses (c) and (d) for any of the foregoing that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the TransactionsState.

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of Neither the execution or and delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance transactions contemplated by the Company with any of the provisions hereof this Agreement will: (a) conflict with, or result in a violation breach of any provision of, the Articles of Incorporation Kroll Certificate or Bylaws of the Company or any of its subsidiaries, each as amended to dateKroll Bylaws; (b) except as set forth in Section 4.5(b) to the Kroll Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Kroll or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Kroll or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Kroll or any of its subsidiaries or any of their respective properties or assetsassets (assuming receipt of all approvals and consents set forth in Section 4.5(d)); or (d) require any action or consent or approval of, or review by, or registration or filing by the Company Kroll or any of its subsidiaries or affiliates with, any third party or any Governmental Authority, other than (i) approval of the Merger this Agreement and the Transactions transactions contemplated by the Company Shareholdersthis Agreement by Kroll Stockholders, (ii) actions required by the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities laws, (iii) compliance with the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority or third party set forth in Section 5.5(d) of 4.5 to the Company Kroll Disclosure Schedule, and (v) the filing and recordation with the Delaware Secretary of appropriate merger documents as required by State of the FBCACertificate of Merger; except other than in the case of clause (b) which would not be material to the business and operations of the CompanySections 4.5(b), taken as a whole, and in the case of clauses (c4.5(c) and (d4.5(d) for any of the foregoing those exceptions that couldwould not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the TransactionsKroll.

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 3.3 of the Company Mpower Disclosure Schedule, none of the execution or and delivery by Mpower of this Agreement by and the Company, nor Related Agreements at the time of execution and delivery and the consummation of the Transactions or compliance by the Company with any of the provisions hereof willtransactions contemplated hereby and thereby will not: (a) conflict with, or result in a violation of violate any provision of, the Articles of Incorporation or Bylaws of the Company certificate of incorporation or by-laws (or equivalent organizational documents) of Mpower or any of its Mpower's subsidiaries, each as amended to date; (b) in any material respect violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwiseboth, would constitute a default) under, require the consent of any Person or the giving of notice to any Person under, or entitle any party Person (with the giving of notice, the passage of time or otherwiseboth) to terminate, accelerate, modify modify, impose any monetary or other economic penalty or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Mpower or any of its Mpower's subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseintellectual property or other licenses (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), contract, undertaking, agreement, lease or other instrument or obligation to which the Company Mpower or any of its Mpower's subsidiaries is a party; (c) violate in any material respect any order, writ, injunction, decree, statute, rule or regulation (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below) applicable to the Company Mpower or any of its subsidiaries or their respective properties or assetsMpower's subsidiaries; or (d) require any action or material consent or approval of, or review by, of or registration or filing by the Company Mpower or any Affiliate of its subsidiaries or affiliates Mpower with, any third party or any Governmental Authority, other than Entity which has not been received or made except for (i) any such consent or approval of or registration or filing with the Merger FCC, any State PUC, and any Municipal Franchising Authority having regulatory authority over the Transactions by the Company Shareholders, business of Mpower or Mpower's subsidiaries as conducted in any given jurisdiction and (ii) registrations or other actions required under federal and state securities laws, (iii) compliance with the requirements of NASDAQthe Securities Act, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d) of the Company Disclosure ScheduleExchange Act, Blue Sky Laws and (v) filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company, taken as a whole, and in the case of clauses (c) and (d) for any of the foregoing that could, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Transactionsstate takeover laws.

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of Neither the execution or and delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance by the Company with any of the provisions hereof transactions contemplated hereby will: (a) conflict with, or result in a violation of violate any provision of, of the Articles Certificate of Incorporation or Bylaws By-laws (or any similar organizational document) of the Company or any of its subsidiaries, each as amended to dateeither Subsidiary; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, the Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries the Subsidiaries is a partyparty or by which any of its properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its Subsidiaries or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company or its Subsidiaries or any of its subsidiaries or affiliates with, with any third party or any Governmental Authority, other than (i) approval authorization of the Merger and the Transactions transactions contemplated hereby by the Company ShareholdersStockholders, (ii) actions required, if any, by the HSR Act and (iii) registrations or other actions required under federal and state securities laws, (iii) compliance with laws as are contemplated by this Agreement; except for any of the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority foregoing that are set forth in subsections (b), (c) or (d) of Section 5.5(d) 4.5 of the Company Disclosure ScheduleSchedule or, and (v) filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company), taken as a whole, and in the case of clauses (c) and (d) ), for any of the foregoing that couldwould neither, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability Company nor prevent the consummation of the parties to consummate the Transactionstransactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of the execution or delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance by the Company with any of the provisions hereof will: (a) conflict with, or result in a violation of any provision of, the Articles Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries, each as amended to date; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation Applicable Law applicable to the Company or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its subsidiaries or affiliates with, any third party or any Governmental Authority, other than (i) approval of the Merger and the Transactions by the Company ShareholdersStockholders if required by Applicable Law, (ii) registrations or other actions required under federal and state securities laws, (iii) compliance with the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d5.5(d)(iii) of the Company Disclosure Schedule, and (viv) filing and recordation of appropriate merger documents as required by the FBCADGCL; except in the case of clause (b) which would not be material to the business and operations of the Company, taken as a whole, and in the case of clauses (c) and (d) for any of the foregoing in clauses (b), (c) or (d) that couldwould not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on prevent or materially impair or delay the ability consummation of the parties to consummate the Transactions.

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of Neither the execution or and delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance by the Company with any of the provisions hereof transactions contemplated hereby will: (a) conflict with, or result in a violation of violate any provision of, of the Articles Certificate of Incorporation or Bylaws By-laws (or any similar organizational document) of the Company or any of its subsidiaries, each as amended to dateeither Subsidiary; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or 16 encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, the Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries the Subsidiaries is a partyparty or by which any of its properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its Subsidiaries or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company or its Subsidiaries or any of its subsidiaries or affiliates with, with any third party or any Governmental Authority, other than (i) approval authorization of the Merger and the Transactions transactions contemplated hereby by the Company ShareholdersStockholders, (ii) actions required, if any, by the HSR Act and (iii) registrations or other actions required under federal and state securities laws, (iii) compliance with laws as are contemplated by this Agreement; except for any of the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority foregoing that are set forth in subsections (b), (c) or (d) of Section 5.5(d) 4.5 of the Company Disclosure ScheduleSchedule or, and (v) filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company), taken as a whole, and in the case of clauses (c) and (d) ), for any of the foregoing that couldwould neither, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability Company nor prevent the consummation of the parties to consummate the Transactionstransactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.5 of the Company Disclosure Schedule, none of Neither the execution or and delivery of this Agreement by the Company, nor the consummation of the Transactions or compliance by the Company with any of the provisions hereof transactions contemplated hereby will: (a) conflict with, with or result in a violation of violate any provision of, of the Restated Articles of Incorporation or Bylaws (or any similar organizational document) of the Company or any subsidiary of its subsidiaries, each as amended to datethe Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a partyparty or by which any of their respective properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its subsidiaries or affiliates with, with any third party or any Governmental Authority, other than (i) approval authorization of the Merger and the Transactions transactions contemplated hereby by the Company Shareholders, (ii) actions required by the HSR Act and (iii) registrations or other actions required under federal and state securities laws, (iii) compliance with laws as are contemplated by this Agreement; except for any of the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority foregoing that are set forth in subsections (b), (c) or (d) of Section 5.5(d) 4.5 of the Company Disclosure ScheduleSchedule and, and (v) filing and recordation of appropriate merger documents as required by the FBCA; except in the case of clause (b) which would not be material to the business and operations of the Company), taken as a whole, and in the case of clauses (c) and (d) ), for any of the foregoing that couldwould not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability Company or that would not prevent or delay the consummation of the parties to consummate the Transactionstransactions contemplated hereby.