Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by either or both of Sellers or by the Company of this Agreement, their respective Related Agreements or the consummation of the transactions contemplated hereby or thereby.
(b) The execution, delivery and performance by Sellers and the Company of this Agreement and their respective Related Agreements do not and will not, and the consummation of the transactions contemplated hereby and thereby does not and will not, (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of either or both of Sellers, the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which either or both of Sellers or the Company is a party or by which either or both of Sellers or the Company or any of their respective assets or properties are bound; (iii) permit the acceleration of the maturity of any indebtedness of either of Sellers or the Company or indebtedness secured by their respective assets or properties; or (iv) violate or conflict with any provision of any of the certificate of incorporation, charter, bylaws or similar organizational instruments of the Company.
Consents and Approvals; Authority Relative to this Agreement. (a) Except for the HSR Compliance, the Mexican FCC Filing Requirement and as set forth on Schedule 5.3, no Consent of or with any Governmental Authority is necessary in connection with the execution, delivery or performance by Xxxxxxx or any Purchaser of this Agreement or any of its Related Agreements or the consummation by Xxxxxxx or any Purchaser of the transactions contemplated hereby or thereby.
(b) Except for the HSR Compliance, the Mexican FCC Filing Requirement and as set forth on Schedule 5.3, the execution, delivery and performance by Xxxxxxx and each Purchaser of this Agreement and its Related Agreements, and the consummation by Xxxxxxx or any Purchaser of the transactions contemplated hereby and thereby, do not and will not: (i) violate any Law applicable to or binding on Xxxxxxx or any Purchaser or any of its assets; (ii) constitute a breach or default of, or permit cancellation of, or result in the creation of any Lien upon any of the assets of Xxxxxxx or any Purchaser under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Xxxxxxx or any Purchaser or any of its Affiliates is a party or by which Xxxxxxx or any Purchaser or any of its Affiliates or any of their respective assets is bound; (iii) permit the acceleration of the maturity of any indebtedness of Xxxxxxx or any Purchaser or any of their Affiliates or indebtedness secured by any of their respective assets; or (iv) violate or conflict with any provision of the certificate of incorporation or by-laws (or similar organizational documents) of Xxxxxxx or any Purchaser.
Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by the Company of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than a Premerger Notification Form pursuant to the HSR Act.
(b) No consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance of any Seller or any Corporation of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby, other than a Premerger Notification Form pursuant to the HSR Act.
(c) The execution, delivery and performance by the Company of this Agreement and the Related Agreements to which it is a party do not and will not: (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of the Company or any Subsidiary of the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or any of their assets or properties are bound; (iii) permit the acceleration of the maturity of any Indebtedness of the Company or any Subsidiary of the Company or Indebtedness secured by their assets or properties; or (iv) violate or conflict with any provision of any of, or cause the dissolution of the Company or any Subsidiary of the Company pursuant to, the articles of organization, certificate of formation, charter, Operating Agreement, or similar organizational instruments of the Company or any Subsidiary of the Company.
(d) The execution, delivery and performance by the Sellers and the Corporations of this Agreement and the Related Agreements to which they are a party do not and will not (i) violate any Law or (ii) violate or conflict with, result in a breach or termination of, constitute a defaul...
Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Buyer of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance by Buyer of this Agreement and its Related Agreements do not and will not, and the consummation of the transactions contemplated hereby and thereby does not and will not, (i) violate any Law; or (ii) violate or conflict with any provision of the certificate of incorporation, charter, bylaws or similar organizational instruments of Buyer.
Consents and Approvals; Authority Relative to this Agreement. (i) No consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement that has not been received by the Company is necessary in connection with the execution, delivery and performance by the Company of this Agreement and the execution, delivery and performance by the Company of the Registration Rights Agreement or the consummation of the transactions contemplated hereby or thereby (including, without limitation, the offer, issuance, sale and delivery of the Shares and the Conversion Shares).
(ii) The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement or the consummation of the transactions contemplated hereby and thereby do not and will not (1) violate any Law; (2) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any contract to which the Company, is a party or by which the Company or any of its assets or properties are bound; (3) permit the acceleration of the maturity of any indebtedness of the Company or indebtedness secured by its assets or properties; or (4) violate or conflict with any provision of any of the Amended Certificate or by-laws of the Company.
Consents and Approvals; Authority Relative to this Agreement. (a) Except as set forth on Schedule 5.3, no Consent of or with any Governmental Authority or any other Person is necessary in connection with the execution, delivery or performance by the Purchaser of this Agreement or any of its Related Agreements or the consummation by the Purchaser of the transactions contemplated hereby or thereby.
(b) Except as set forth on Schedule 5.3, the execution, delivery and performance by the Purchaser of this Agreement and its Related Agreements, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, do not and will not: (i) violate any Law applicable to or binding on the Purchaser or any of its assets; (ii) constitute a breach or default of, or permit cancellation of, or result in the creation of any Lien upon any of the assets of the Purchaser under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which the Purchaser or any of its Affiliates is a party or by which the Purchaser or any of its Affiliates or any of their respective assets is bound; (iii) permit the acceleration of the maturity of any Indebtedness of the Purchaser or any of its Affiliates or Indebtedness secured by any of their respective assets; or (iv) violate or conflict with any provision of the Purchaser’s certificate of incorporation and bylaws.
Consents and Approvals; Authority Relative to this Agreement. (a) Except for the Governmental Required Consents, Possible Additional Consents or as set forth on Schedule 5.3, no Consent of or with any Governmental Authority is necessary in connection with the execution, delivery or performance by the Purchaser or any of the Purchaser Designees of this Agreement or any of its Related Agreements or the consummation by the Purchaser or any of the Purchaser Designees of the transactions contemplated hereby or thereby.
(b) Except for the Governmental Required Consents, the Possible Additional Consents or as set forth on Schedule 5.3, the execution, delivery and performance by the Purchaser and each Purchaser Designee of this Agreement and its Related Agreements, and the consummation by the Purchaser and each Purchaser Designee of the transactions contemplated hereby and thereby, do not and will not: (i) violate any Law applicable to or binding on the Purchaser, any Purchaser Designee or any of its respective assets; (ii) constitute a breach or default of, or permit cancellation of, or result in the creation of any Lien upon any of the assets of the Purchaser or any Purchaser Designee under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which the Purchaser or any of its Affiliates is a party or by which the Purchaser or any of its Affiliates or any of their respective assets is bound; (iii) permit the acceleration of the maturity of any indebtedness of the Purchaser or any of its Affiliates or indebtedness secured by any of their respective assets; or (iv) violate or conflict with any provision of the Purchaser's or any Purchaser Designee's certification of incorporation, by -laws or similar organizational documents.
Consents and Approvals; Authority Relative to this Agreement. (a) Except as set forth on Schedule 4.3, no consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Purchaser of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby.
(b) Except as set forth on Schedule 4.3, the execution, delivery and performance by Purchaser of this Agreement and its Related Agreements do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of Purchaser under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Purchaser is a party or by which Purchaser or any of his assets or properties are bound; (iii) permit the acceleration of the maturity of any indebtedness of Purchaser or indebtedness secured by his assets or properties.
Consents and Approvals; Authority Relative to this Agreement. The execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which Seller is a party, and the consummation of the Transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Charter Documents of Sabine, as amended to date, or any shareholders’ agreement to which Seller or Sabine is a party; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Authorization applicable to Seller or Sabine; (c) except as set forth in Section 3.4 of the Disclosure Schedule, require the Consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or Sabine is a party or by which Seller or Sabine is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of Sabine; or (d) result in the creation or imposition of any Encumbrance on any properties or assets of Sabine. Except as set forth on Section 3.4 of the Disclosure Schedule, no Consent, approval, Permit, Governmental Authorization, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or Sabine in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the Transactions contemplated hereby and thereby and the performance by Seller of Seller’s obligations hereunder and thereunder.
Consents and Approvals; Authority Relative to this Agreement. Except for the approval of the listing on the New York Stock Exchange of the Common Stock representing the Merger Consideration, no consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Parent, Products or Merger Sub of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby.
