CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub nor the consummation by Purchaser and Sub of the transactions contemplated hereby will:
4.3.1 conflict with any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Purchaser or Sub;
4.3.2 require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (iv) the filing of the Merger Certificate pursuant to the applicable law or (v) where the failures to obtain such consents' approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder;
4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or
4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder.
CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the Company's Amended and Restated Articles of Incorporation or Amended and Restated By-laws; (b) require any consent, approval, authorization or permit of, or filing with or notification to; any governmental entity other than those that have been made or obtained; (c) result in a default (or give rise to any right of amendment, termination, cancellation, consent, acceleration or loss of material benefit) under the terms, conditions or provisions of any material agreement to which the Company is a party or by which any of the property or assets of the Company may be bound, except in such cases where the requisite waivers or consents have been obtained; or (d) violate any judgment, order, writ, decree, law, rule or regulation applicable to the Company, in each case that would have a material adverse effect on the legality, validity or enforceability of this Agreement or the Company's performance of its obligations hereunder.
CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and the performance by Parent of its obligations hereunder will not:
(i) conflict with any provision of the certificate of formation of Parent; or
(ii) require on the part of Parent any consent, approval, order, authorization or permit of, or registration, filing or notification to, any Governmental Authority or any third party.
CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (a) conflict with or result in any breach or violation of, or constitute a default under, any note, pledge, trust, commitment, agreement or other instrument or obligation to which Seller is a party or by which Seller or any of its properties may be bound, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), or (c) violate any statute or any order, decree, injunction, rule or regulation of any Governmental Entity applicable to Seller.
CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will (a) conflict with or result in any breach or violation of, or constitute a default under, any note, pledge, trust, commitment, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties may be bound, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, or (c) violate any statute or any order, decree, injunction, rule or regulation of any Governmental Entity applicable to Purchaser.
CONSENT AND APPROVALS; NO VIOLATION. The execution and ----------------------------------- delivery of this Agreement by Buyer, the consummation of the transactions contemplated hereby and the performance by Buyer of its obligations hereunder, will not:
(a) conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer;
(b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) the filing of the Governmental Filings (as defined in Section ------- 5.4) and (ii) where the failure to obtain such consents, approvals, --- authorizations or permits or the failure to make such filings or notifications would not have a material adverse effect on the financial condition, business, properties or results of operations of Buyer; or
(c) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Buyer, in such a manner as to result in a material adverse effect on the financial condition, business, properties or results of operations of Buyer.
CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the Signal Disclosure Letter, neither the execution and delivery of this Agreement by Signal, nor the consummation by Signal of the transactions contemplated hereby, nor compliance by Signal with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of its Corporate Governance Documents, (b) violate, conflict with, 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 of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of Signal or any of the Signal
CONSENT AND APPROVALS; NO VIOLATION. The execution, delivery and performance by Acquiror and Subsidiary of this Agreement and the consummation by Acquiror and Subsidiary of the transactions contemplated hereby do not and will not: (i) conflict with or result in any breach of any provisions of the certificate of incorporation, bylaws or other governing documents of Acquiror or Subsidiary, (ii) except as contemplated by this Agreement, require any filing by Acquiror or any of its subsidiaries (including Subsidiary) with any Governmental Authority or require Acquiror or any of its subsidiaries (including Subsidiary) to obtain any permit, authorization, consent or approval of any Governmental Authority; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, franchise, permit, concession or other instrument, obligation, understanding, commitment or other arrangement to which Acquiror or any of its subsidiaries (including Subsidiary) is a party or by which any of them or any of their respective material properties or assets may be bound or affected; or (iv) violate any Law applicable to Acquiror or any of its subsidiaries (including Subsidiary); 16
CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery by Purchaser of this Agreement does not, and the consummation of the transactions contemplated hereby and the performance by Purchaser of its obligations hereunder will not:
(i) conflict with or violate any provision of Purchaser's Memorandum of Association or Bye-laws; or
(ii) require on the part of Purchaser any consent, approval, order, authorization or permit of, or registration, filing or notification to, any Governmental Authority, except for (i) the filing by Purchaser with the SEC of such reports under the Exchange Act as may be required in connection with the Amalgamation Agreement (including, without limitation, the Schedule 14D-1 and the Schedule 13E-3), and the transactions contemplated thereby and (iii) such additional actions or filings which, if not taken or made, would not, singly or in the aggregate, have a material adverse effect on the condition, financial or otherwise, the earnings, business affairs or business prospects of Purchaser or the transactions contemplated by this Agreement.
CONSENT AND APPROVALS; NO VIOLATION. The execution and delivery by Purchaser of this Agreement does not, and the consummation of the transactions contemplated hereby and the performance by Purchaser of its obligations hereunder will not:
(i) conflict with or violate any provision of Purchaser's Articles of Incorporation; or
(ii) require on the part of Purchaser any consent, approval, order, authorization or permit of, or registration, filing or notification to, any Governmental Authority, except for (i) the exemptive relief and no-action position obtained from the SEC in that certain letter dated November 4, 1999, from the SEC in connection with the Offer, (ii) the filing by Purchaser with the SEC of such reports under the Exchange Act as may be required in connection with the Tender Offer Agreement (including, without limitation, the Schedule 14D-1 and the Schedule 13E-3), and the transactions contemplated thereby, (iii) the filing by Purchaser of the Registration Statement with the DKLFB in connection with the Offer, (iv) the filing of a securities notification on the approval of the Merger Agreement by the requisite vote of Purchaser's shareholders with the DKLFB, (v) such additional actions, registrations or filings as would be required in connection with the Merger and (vi) such additional actions, registrations or filings which, if not taken or made, would not, singly or in the aggregate, have a material adverse effect on the condition, financial or otherwise, the earnings, business affairs or business prospects of Purchaser or the transactions contemplated by this Agreement.
