Common use of Consents; No Violations Clause in Contracts

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any Law or any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect Except with respect to the consummation Governance Agreement, dated February 29, 1996, between the Company and Ciba (the "Existing Governance Agreement"), the Credit Agreement, the Indenture, dated February 29, 1996, between the Company and First Trust of California, National Association, as amended through the other transactions to occur on date hereof (the Effective Date, in the case of clauses (i"Ciba Indenture") and (ii) belowthe Company's or any of its Subsidiary's employee or director benefit plans, neither arrangements or agreements, the execution, delivery or performance (i) by the Company of this Agreement, the Ciba Documents, the Governance Agreement or any of and the other Transaction Documents to which it is a party nor Registration Rights Agreement and the consummation of the transactions contemplated hereby or thereby shall and thereby, and (iii) by Ciba and the Investors of the Stock Purchase Agreement and the consummation of the transactions contemplated thereby, do not and will not (a) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the Subsidiaries; , (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breacheswhere such breach, violationsviolation or default, defaults, Encumbrancescreation of an Encumbrance, or rights right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, whichacceleration would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; Effect or (iiic) except for any required filing under the HSR Act, the German Act Against Restraints of Competition and any other than foreign governmental and regulatory filings, notices and approvals required to be made or obtained as contemplated by Section 5.1(f), and filings, consents, approvals or authorizations of, notifications to, or exemptions or waivers by any Governmental Entity or any other Person which are not, individually or in the Bankruptcy Documentsaggregate material to the consummation of the transactions contemplated hereby or thereby, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the its Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect to the consummation Except as set forth in Section 3.6 of the other transactions to occur on the Effective DateCompany Disclosure Schedule, in the case of clauses (i) and (ii) below, neither the execution, delivery or performance by the Company of this Agreement or any of and the other Transaction Documents to which it is a party nor Related Agreements, and the consummation of the transactions contemplated hereby or thereby shall and thereby, do not and will not (i) assuming the effectiveness of the Company Charter Amendment, the Series A Certificate of Designations, the Series B Certificate of Designations and the Restated Company By-Laws, conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the its Subsidiaries; , (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breacheswhere such breach, violationsviolation or default, defaults, Encumbrancescreation of an Encumbrance, or rights right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; Effect or (iii) other than except for (A) the filing of the Company Charter Amendment, the Series A Certificate of Designations and the Series B Certificate of Designations with the Secretary of State of the State of Delaware, (B) the approval of the NYSE and the PCX of the listing of the shares of Common Stock issuable upon conversion of the Shares on the NYSE and PCX, (C) the Stockholder Approval and the filing with the SEC of the Proxy Statement (as defined below) relating thereto, (D) any required filing under the HSR Act and any foreign governmental and regulatory filings, notices and approvals required to be made or obtained as contemplated by Section 5.1(e), and (E) any filings, consents, approvals or authorizations of, notifications to, or exemptions or waivers by any Governmental Entity or any other Person which are not, individually or in the Bankruptcy Documentsaggregate, material to the consummation of the transactions contemplated hereby or thereby, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the its Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither Neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate certificate of Incorporation incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries; (ii) except as set forth on Schedule 2.72.8, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (a) any Law or (b) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock each Series B Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the HSR Act, (c) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (cd) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (de) the Consents, Approvals and Filings set forth on Schedule 2.7 2.8 and (ef) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 4.6, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Ancillary Documents to which it is a party by theglobe or Merger Sub nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation charter or bylaws of the Company theglobe or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesMerger Sub; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or Law, (ii) any provision of any agreement or other instrument Order to which the Company theglobe or any of the Subsidiaries Merger Sub is a party subject or pursuant to by which any of them theglobe, Merger Sub or any of their assets or respective properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; are bound or (iii) other than as contemplated by the Bankruptcy Documentsany Permit or Commitment of theglobe or Merger Sub, or to which theglobe, Merger Sub or any of their respective properties are subject; (c) require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or third party; or (d) create any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or Encumbrance upon any of the Subsidiariesassets or properties of theglobe or Merger Sub; except any such conflict, except for breach, violation, default, creation or requirement described in any of clauses (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws), (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, or (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain that would not reasonably be expected to have a Material Adverse Effect material adverse effect on theglobe's or materially adversely affect the Merger Sub's ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Documentthe Ancillary Documents.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur (a) Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 3.7(a), neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Ancillary Documents to which it is a party by the Company or the Sellers nor the consummation of the transactions contemplated hereby or thereby shall will (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation Incorporation, as amended, or bylaws the Amended and Restated By-laws or the other organizational documents of the Company or the Memorandum and Articles of the certificate of incorporation, bylaws Association or other organizational documents of any of the SubsidiariesSubsidiary; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (x) any Law Law, (y) any judgment, order, injunction, ruling, decree, stipulation or any provision award of any agreement Governmental Entity or other instrument private arbitration panel (each, an "Order") to which the Company Company, the Subsidiary or any Seller is subject or by which the Company, the Subsidiary or any Seller or any of their respective properties is bound or (z) any Permit or Commitment of any Seller, the Subsidiaries is a party Subsidiary or pursuant the Company, or to which they or any of them or any of their assets their, his or its properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any governmental or regulatory authority, agency, court, commission, body or other governmental entity (each, a "Governmental Entity or any other Person (collectively, the "Consents, Approvals and FilingsEntity") on or third party; or (iv) create any Encumbrance upon any of the part assets or properties of the Company or any the Subsidiary. (b) The Company is its own "ultimate parent entity" as defined in the rules promulgated by the Federal Trade Commission to implement the Hart-Scott-Rodino Antitrust Improvements Act of the Subsidiaries1976, except for as amendex (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the xxx "Delaware Secretary of StateXXX Xxx Xules"), and the Company does not (b) together with all entities it controls as determined in accordance with the ConsentsHSR Act Rules (including, Approvals and Filings required under the Securities Actwithout limitation, the Exchange Subsidiary)) have annual net sales or total assets equal to or greater than $10,000,000, as calculated in accordance with the HSR Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentRules.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.8, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the Certificates of Designation for the Existing Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse EffectEffect or adversely affect the ability of the Company to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party; or (iiic) other than as contemplated by except for the Bankruptcy Documentsfilings of the Certificates of Designation with the Secretary of State of the State of Delaware or any required filing under the HSR Act, the Exchange Act or the Securities Act, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) . Without limiting the filing generality of the foregoing (i) no consent or other approval of the holders of the Existing Preferred Stock Certificate of Designation is required in connection with the Secretary of State consummation of the State of Delaware (transactions contemplated hereby or the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of performance by the Company of any of its obligations under this Agreement or any of the Subsidiaries Transaction Documents to make or obtain would not reasonably be expected to have which it is a Material Adverse Effect or materially adversely affect party, (ii) the ability issuance of the Company Preferred Shares or any Shares upon conversion thereof will not result in any anti-dilution or other adjustment to consummate the transactions contemplated by conversion price or the number of shares of Class A Common Stock issuable upon conversion of the 6-1/2% Preferred Stock or (iii) the holders of the Existing Preferred Stock will not be entitled to exercise any voting rights as a result of any of the provisions contained in this Agreement or any other Transaction DocumentDocuments. Neither the Company nor any of the Subsidiaries is a party to any agreement or bound by the terms of any instrument or security which would prevent the Company from paying cash dividends on the Series C Preferred Stock on a current basis in its current or currently anticipated financial position.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.8(a), neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it the Company is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the certificates of designation for the Existing Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse EffectEffect or adversely affect the ability of the Company to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party; or (iiic) other than as contemplated by except for the Bankruptcy Documentsfilings of the Amended Certificates of Designation with the Secretary of State of the State of Delaware or any required filing under the HSR Act, the Exchange Act or the Securities Act, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) . Without limiting the filing generality of the foregoing (A) no consent or other approval of the holders of Existing Preferred Stock Certificate of Designation is required in connection with the Secretary of State consummation of the State transactions contemplated hereby or the performance by the Company of Delaware (any of its obligations under this Agreement or any of the "Delaware Secretary of State")Transaction Documents, (bB) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings except as set forth on Schedule 2.7 2.8(b), the issuance of the New Common Shares or any Conversion Shares will not result in any anti-dilution or other adjustment to the conversion price or the number of shares of Class A Common Stock issuable upon conversion of any Existing Preferred Stock and (eC) such other Consents, Approvals and Filings which the failure holders of the Company or Existing Preferred Stock will not be entitled to exercise any voting rights as a result of any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by provisions contained in this Agreement or any other Transaction DocumentDocuments.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.8, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the Certificates of Designation for the Existing Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse EffectEffect or adversely affect the ability of the Company to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party; or (iiic) other than as contemplated by except for the Bankruptcy Documentsfilings of the Certificates of Designation with the Secretary of State of the State of Delaware or any required filing under the HSR Act, the Exchange Act or the Securities Act, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) . Without limiting the filing generality of the foregoing (i) no consent or other approval of the holders of the Existing Preferred Stock Certificate of Designation is required in connection with the Secretary of State consummation of the State of Delaware (transactions contemplated hereby or the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of performance by the Company of any of its obligations under this Agreement or any of the Subsidiaries Transaction Documents to make or obtain would not reasonably be expected to have which it is a Material Adverse Effect or materially adversely affect party, (ii) the ability issuance of the Company Preferred Shares or any Shares upon conversion thereof will not result in any anti-dilution or other adjustment to consummate the transactions contemplated by conversion price or the number of shares of Class A Common Stock issuable upon conversion of the 6-1/2% Preferred Stock or Concentric Preferred Stock (iii) the holders of the Existing Preferred Stock will not be entitled to exercise any voting rights as a result of any of the provisions contained in this Agreement or any other Transaction DocumentDocuments. Neither the Company nor any of the Subsidiaries is a party to any agreement or bound by the terms of any instrument or security, or will be following the consummation of the Merger, which would prevent the Company from paying cash dividends on the Series G Preferred Stock on a current basis in its current or currently anticipated financial position.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur (a) Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 3.5(a), neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Ancillary Documents to which it is a party by the Seller or the Stockholders, nor the consummation of the transactions contemplated hereby or thereby shall will (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company By-laws or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesSeller; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create any lien, pledge, charge, assessment, security interest, mortgage claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others or other encumbrance of any character whatsoever (including, without limitation, right of first refusal) (each, an "Encumbrance"), or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (x) any Law Law, (y) any judgment, order, injunction, ruling, decree, stipulation or any provision award of any agreement Governmental Entity or other instrument private arbitration panel (each, an "Order") to which Seller or Webjump is subject or by which the Company or Seller, any of the Subsidiaries is a party or pursuant to which any of them Stockholder or any of their assets or respective properties is subject, except for breaches, violations, defaults, Encumbrances, bound or rights (z) any Webjump Permit or Commitment of termination, modification, cancellation, prepayment, suspension, limitation, revocation the Seller or acceleration, which, individually or in the aggregate, would not reasonably be expected any Stockholder pertaining to have a Material Adverse EffectWebjump; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any governmental or regulatory authority (including with respect to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amenxxx (xxx "XXX Xxx")), agency, court, commission, body or other governmental entity (each, a "Governmental Entity or any other Person (collectively, the "Consents, Approvals and FilingsEntity") on the part of the Company or third party; or (iv) create any Encumbrance upon any of the Subsidiaries, except for assets or properties of Webjump. (ab) Brian Shuster (x) is the filing of "ultimate parent entity" as defined xx xxx xxxxx promulgated by the Preferred Stock Certificate of Designation with Federal Trade Commission to implement the Secretary of State of the State of Delaware HSR Act (the "Delaware Secretary HSR Rules") and (y) does not meet the $10 million "size of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings person" test as set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which in the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentHSR Rules.

Consents; No Violations. After giving effect to Except as set forth on Schedule 2.4, no approvals or consents by, or filings with, any federal, state, municipal, foreign or other court or governmental or administrative body, agency or other third party is required in connection with the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) execution and (ii) below, neither the execution, delivery or performance by the Company Seller of this Agreement or any the consummation by the Seller of the other Transaction Documents transactions contemplated hereby, except for those which, if not obtained, would not have, individually or in the aggregate, a material adverse effect on the operations, financial condition or results of operations of the Seller or of the Subsidiaries taken as a whole (a "Material Adverse Effect") or the ability of the Seller to which it is execute and deliver this Agreement or to consummate the transactions contemplated hereby. Except as set forth on Schedule 2.4 or as would not have, individually or in the aggregate, a party Material Adverse Effect, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, violate any provision of the Restated Certificate of Incorporation or bylaws the Bylaws of the Company Seller or of the certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries; , (iib) except as set forth on Schedule 2.7violate, constituteor be in conflict with, or constitute a default (or other event which, with or without the giving of notice or the passage lapse of time or both, would constitute a breach, violation or default, create an Encumbrance) under, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation cancellation or acceleration, acceleration under any Law of the terms, conditions or any provision provisions of any agreement material lease, license, promissory note, contract, agreement, mortgage, deed of trust or other instrument or document to which the Company Seller or any of the Subsidiaries is a party or pursuant to by which any of them the Purchased Assets or any the assets of their assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities lawsSubsidiaries may be bound, (c) violate any order, writ, injunction, decree, law, statute, rule or regulation of any court or governmental authority applicable to the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company Seller or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability any of the Company Purchased Assets or the assets of any of the Subsidiaries or (d) give rise to consummate a declaration or imposition of any claim, lien, charge, security interest or encumbrance upon any of the transactions contemplated by this Agreement Purchased Assets or the assets of any Transaction Documentthe Subsidiaries.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective DateSchedule 2.8, in the case of clauses (i) and (ii) below, ----------------------- neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the Certificate of Designation for the Series A Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have result in a Material Adverse Effect or materially or, to the Knowledge of the Company, adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentDocument to which it is a party; or (c) except for the filings of the Certificates of Designation with the Secretary of State of the State of Delaware, any required filing under the HSR Act, the Exchange Act, the Securities Act and other filings or notifications that are immaterial to the consummation of the transactions contemplated hereby, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Company or any of the Subsidiaries. Without limiting the generality of the foregoing (i) no consent or other approval of the holders of the Series A Preferred Stock is required in connection with the consummation of the transactions contemplated hereby or the performance by the Company of any of its obligations under this Agreement or any Transaction Document to which it is a party, (ii) the issuance of the Preferred Shares or any Shares upon conversion thereof will not result in any anti- dilution or other adjustment to the conversion price or the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or (iii) the holders of the Series A Preferred Stock will not be entitled to exercise any voting rights as a result of any of the provisions contained in this Agreement or any other Transaction Documents.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.8, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the Certificate of Designation for the Series A Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have result in a Material Adverse Effect or materially or, to the Knowledge of the Company, adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentDocument to which it is a party; or (c) except for the filings of the Certificates of Designation with the Secretary of State of the State of Delaware, any required filing under the HSR Act, the Exchange Act, the Securities Act and other filings or notifications that are immaterial to the consummation of the transactions contemplated hereby, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Company or any of the Subsidiaries. Without limiting the generality of the foregoing (i) no consent or other approval of the holders of the Series A Preferred Stock is required in connection with the consummation of the transactions contemplated hereby or the performance by the Company of any of its obligations under this Agreement or any Transaction Document to which it is a party, (ii) the issuance of the Preferred Shares or any Shares upon conversion thereof will not result in any anti-dilution or other adjustment to the conversion price or the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or (iii) the holders of the Series A Preferred Stock will not be entitled to exercise any voting rights as a result of any of the provisions contained in this Agreement or any other Transaction Documents.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective DateSchedule 2.9, in the case of clauses (i) and (ii) below, ----------------------- neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate certificate of Incorporation incorporation or bylaws by-laws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesSubsidiary; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument Commitment to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (b), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have result in a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any other Transaction DocumentDocument to which it is a party; or (c) require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Company or any of the Subsidiaries except for filings required under the Exchange Act and, in the case of Restructuring Rights Agreement, the Securities Act and state "blue sky" laws.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither Neither the execution, delivery or ----------------------- performance by the Company Purchaser of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesPurchaser; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (a) any Law Law, or (b) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries Purchaser is a party or pursuant to which any of them the Purchaser or any of their its assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected materially adversely affect the ability of the Purchaser to have consummate the transactions contemplated by this Agreement or any Transaction Document to which it is a Material Adverse Effectparty; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") Filings on the part of the Company or any of the SubsidiariesPurchaser, except for (a) the filing of Consents, Approvals and Filings required under the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State")HSR Act, (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 3.10 and (ed) ------------- such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries Purchaser to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company Purchaser to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither Neither the execution, delivery or performance by the Company ST Telemedia of this Agreement or any of the other Transaction Documents to which it is a party Amendment No. 5 nor the consummation by ST Telemedia of the transactions contemplated hereby or thereby shall will: (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesST Telemedia; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement Commitment of ST Telemedia, or other instrument to which the Company ST Telemedia or any of the Subsidiaries is a party or pursuant to which any of them or any of their its assets or properties is subject, except except, with respect to the matters set forth in clause (B), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of ST Telemedia to consummate the transactions contemplated hereby; or (iii) other than as contemplated to the knowledge of ST Telemedia and except for the approval by the U.S. Bankruptcy DocumentsCourt, the consent of the Joint Provisional Liquidators (which consent has been obtained concurrently on the date hereof) and any other Regulatory Approvals, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentST Telemedia.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective DateSchedule 2.8, in the case of clauses (i) and (ii) below, ----------------------- neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the Certificate of Designation for the Series A Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have result in a Material Adverse Effect or materially or, to the Knowledge of the Company, adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentDocument to which it is a party; or (c) except for the filings of the Certificates of Designation with the Secretary of State of the State of Delaware, any required filing under the HSR Act, the Exchange Act, the Securities Act and other filings or notifications that are immaterial to the consummation of the transactions contemplated hereby, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Company or any of the Subsidiaries. Without limiting the generality of the foregoing (i) no consent or other approval of the holders of the Series A Preferred Stock is required in connection with the consummation of the transactions contemplated hereby or the performance by the Company of any of its obligations under this Agreement or any Transaction Document to which it is a party, (ii) the issuance of the New Preferred Shares and any future issuance of Conversion Shares will not result in any anti-dilution or other adjustment to the conversion price or the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or (iii) the holders of the Series A Preferred Stock will not be entitled to exercise any voting rights as a result of any of the provisions contained in this Agreement or any other Transaction Documents.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither Neither the execution, delivery or ----------------------- performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate certificate of Incorporation incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries; (ii) except as set forth on Schedule 2.72.8, constitute, with or without notice or the passage of time or both, ------------ a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (a) any Law or (b) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") ------------------------------- on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock each Series B Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, --------------------------- Approvals and Filings required under the HSR Act, (c) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (cd) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (de) the Consents, Approvals and Filings set forth on Schedule 2.7 2.8 and (ef) such other Consents, Approvals and Filings which ------------ the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.8(a), neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it the Company is a party nor the consummation of the transactions contemplated hereby or thereby shall will: (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, incorporation or bylaws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the certificates of designation for the Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, other than Permitted Encumbrances, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, other than Permitted Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse EffectEffect or adversely affect the ability of the Company to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party; (c) except for the (i) filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, (ii) any required filings under the HSR Act, the Exchange Act or the Securities Act, (iii) the Regulatory Approvals, (iv) the Required Consents, (v) the Confirmation Order, if applicable, (vi) the Break-Up Payment Order, if applicable, and (vii) any consents of third parties required under any agreement or other than as contemplated by instrument to which the Bankruptcy DocumentsCompany or any of the Subsidiaries is a party or pursuant to which any of them or any of their material assets or properties is subject, all of which are set forth on Schedule 2.8(b) (the “Third Party Consents”), require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect to the consummation (a) Except as set forth in Section 3.6(a) of the other transactions to occur on the Effective DateCompany Disclosure Schedule, in the case of clauses (i) and (ii) below, neither the execution, delivery or performance by the Company of this Agreement or any of and the other Transaction Documents to which it is a party nor Related Agreements, and the consummation of the transactions contemplated hereby or thereby shall and thereby, do not and will not (i) assuming the effectiveness of the Company Charter Amendment, the Series A Certificate of Designations, the Series B Certificate of Designations and the Restated Company By-Laws, conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the its Subsidiaries; , (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breacheswhere such breach, violationsviolation or default, defaults, Encumbrancescreation of an Encumbrance, or rights right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; Effect or (iii) other than except for (A) the filing of the Company Charter Amendment, the Series A Certificate of Designations and the Series B Certificate of Designations with the Secretary of State of the State of Delaware, (B) the approval of the NYSE and the PCX of the listing of the shares of Common Stock issuable upon conversion of the Shares on the NYSE and PCX, (C) the Stockholder Approval and the filing with the SEC of the Proxy Statement (as defined below) relating thereto, (D) any required filing under the HSR Act and any foreign governmental and regulatory filings, notices and approvals required to be made or obtained as contemplated by Section 5.1(e), and (E) any filings, consents, approvals or authorizations of, notifications to, or exemptions or waivers by any Governmental Entity or any other Person which are not, individually or in the Bankruptcy Documentsaggregate, material to the consummation of the transactions contemplated hereby or thereby, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the its Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), . (b) At the Consents, Approvals date hereof and Filings required under at the Securities ActClosing Date, the Exchange Act and applicable state securities laws, (cacquisition of shares of Common Stock by any Investor in accordance with Section 3.01(e) the Consents, Approvals and Filings required under rules of the Nasdaq Stock MarketStockholders Agreement (i) will not conflict with, (d) or result in a breach or a violation of, any provision of the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such certificate of incorporation or bylaws or other Consents, Approvals and Filings which the failure organizational documents of the Company or any of its Subsidiaries or (ii) will not constitute, with or without notice or the passage of time or both, a breach, violation or default, or create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration under any Law or any provision of any agreement or other instrument to which the Company or any of its Subsidiaries is a party or pursuant to make which any of them or obtain would any of their assets or properties is subject, or (iii) is not reasonably be expected to have a Material Adverse Effect prohibited by any agreement or materially adversely affect instrument referenced in clause (ii). (c) Except as set forth in the ability Stockholders Agreement and the Debt Instruments (as such term is defined in the Stockholders Agreement), at the date hereof, any acquisition of debt securities of the Company to consummate by an Investor (i) will not conflict with, or result in a breach or a violation of, any provision of the transactions contemplated by this Agreement certificate of incorporation or bylaws or other organizational documents of the Company or any Transaction Documentof its Subsidiaries, as in effect on the date hereof or (ii) will not constitute, with or without notice or the passage of time or both, a breach, violation or default, or create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration under any Law or any provision of any material agreement or other instrument to which the Company or any of its Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, in each case as in effect on the date hereof, or (iii) is not prohibited by any agreement or instrument referenced in clause (ii).

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.8, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the Certificate of Designation for the Series A Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have result in a Material Adverse Effect or materially or, to the Knowledge of the Company, adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentDocument to which it is a party; or (c) except for the filings of the Certificates of Designation with the Secretary of State of the State of Delaware, any required filing under the HSR Act, the Exchange Act, the Securities Act and other filings or notifications that are immaterial to the consummation of the transactions contemplated hereby, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Company or any of the Subsidiaries. Without limiting the generality of the foregoing (i) no consent or other approval of the holders of the Series A Preferred Stock is required in connection with the consummation of the transactions contemplated hereby or the performance by the Company of any of its obligations under this Agreement or any Transaction Document to which it is a party, (ii) the issuance of the New Preferred Shares and any future issuance of Conversion Shares will not result in any anti-dilution or other adjustment to the conversion price or the number of shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or (iii) the holders of the Series A Preferred Stock will not be entitled to exercise any voting rights as a result of any of the provisions contained in this Agreement or any other Transaction Documents.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.9, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate certificate of Incorporation incorporation or bylaws by-laws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesSubsidiary; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument Commitment to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (b), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have result in a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any other Transaction DocumentDocument to which it is a party; or (c) require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Company or any of the Subsidiaries except for filings required under the Exchange Act and, in the case of Restructuring Rights Agreement, the Securities Act and state "blue sky" laws.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither Neither the execution, delivery or performance by the Company ST Telemedia of this Agreement or any of the other Transaction Documents to which it is a party Amendment No. 4 nor the consummation by ST Telemedia of the transactions contemplated hereby or thereby shall will: (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesST Telemedia; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement Commitment of ST Telemedia, or other instrument to which the Company ST Telemedia or any of the Subsidiaries is a party or pursuant to which any of them or any of their its assets or properties is subject, except except, with respect to the matters set forth in clause (B), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of ST Telemedia to consummate the transactions contemplated hereby; or (iii) other than as contemplated to the knowledge of ST Telemedia and except for the approval by the U.S. Bankruptcy DocumentsCourt, the consent of the Joint Provisional Liquidators (which consent has been obtained concurrently on the date hereof) and any other Regulatory Approvals, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentST Telemedia.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither Neither the execution, delivery or performance by the Company ST Telemedia of this Agreement or any of the other Transaction Documents to which it is a party Amendment No. 3 nor the consummation by ST Telemedia of the transactions contemplated hereby or thereby shall will: (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesST Telemedia; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement Commitment of ST Telemedia, or other instrument to which the Company ST Telemedia or any of the Subsidiaries is a party or pursuant to which any of them or any of their its assets or properties is subject, except except, with respect to the matters set forth in clause (B), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of ST Telemedia to consummate the transactions contemplated hereby; or (iii) other than as contemplated to the knowledge of ST Telemedia and except for the approval by the U.S. Bankruptcy DocumentsCourt, the consent of the Joint Provisional Liquidators (which consent has been obtained concurrently on the date hereof) and any other Regulatory Approvals, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentST Telemedia.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur (a) Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 3.9(a), neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall will (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws incorporation or by-laws or other organizational documents of the Company or any of the Subsidiaries; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement or other instrument Commitment to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, whichwhich could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any other Transaction DocumentDocument to which it is a party; (C) constitute a "Change in Control" of the Company under any Commitment to which an officer is a party or under any of the Compensation and Benefit Plans; or (D) except for any required filing under the HSR Act, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Company or any of the Subsidiaries. Neither the Company nor any of the Subsidiaries is a party to any agreement or bound by the terms of any instrument or security which would prevent the Company from paying cash dividends on the Preferred Stock on a current basis. (b) The Company has received all consents required to be obtained prior to or at the Initial Closing as set forth on Schedule 3.9(b), including, without limitation, the consent of the Required Lenders under the Credit Agreement to the transactions contemplated hereby and by the other Transaction Documents.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither Neither the execution, delivery or performance by the Company ST Telemedia of this Agreement or any of the other Transaction Documents to which it is a party Amendment No. 2 nor the consummation by ST Telemedia of the transactions contemplated hereby or thereby shall will: (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesST Telemedia; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (A) any Law or (B) any provision of any agreement Commitment of ST Telemedia, or other instrument to which the Company ST Telemedia or any of the Subsidiaries is a party or pursuant to which any of them or any of their its assets or properties is subject, except except, with respect to the matters set forth in clause (B), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of ST Telemedia to consummate the transactions contemplated hereby; or (iii) other than as contemplated to the knowledge of ST Telemedia and except for the approval by the U.S. Bankruptcy DocumentsCourt, the consent of the Joint Provisional Liquidators (which consent has been obtained concurrently on the date hereof) and any other Regulatory Approvals, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentST Telemedia.

Consents; No Violations. After giving effect Except for (a) any Customary Post-Closing Consents, (b) any consents or approvals listed on Schedule 3.3, (c) any Preferential Purchase Rights listed on Schedule 3.9 and (d) as may be required under any (i) Material Contracts or (ii) Related Contracts that are not Material Contracts and that are terminable upon not greater than sixty (60) days’ notice without penalty, (A) there are no consents to assignment or other prohibitions on assignment (each a “Consent”) that are applicable to the transfer of the Assets by Seller to Buyer hereunder or otherwise applicable in connection with the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) contemplated by this Agreement by Seller and (iiB) below, neither the execution, Seller’s execution and delivery or performance by the Company of this Agreement or any of and the other Transaction Operative Documents to which it is a party nor and the consummation of the transactions contemplated hereby or and thereby by Seller shall not: (i1) conflict with, violate, breach or require the consent of any Person under any of the terms, conditions or provisions of the organizational documents of Seller; (2) conflict with, violate or breach any provision of, or require any filing, consent or approval under, any Laws applicable to Seller except (in each case) where such violation or the failure to make or obtain such filing, consent or approval would not have a Seller Material Adverse Effect; (3) except with respect to the Eagle Credit Documents, conflict with, result in a breach or a violation of, any provision of the Restated Certificate of Incorporation constitute a default under or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries; (ii) except as set forth on Schedule 2.7, constitute, constitute an event that with or without notice or the passage lapse of time time, or both, would constitute a breachdefault under, violation accelerate or defaultpermit the acceleration of the performance required by, create an Encumbrancein any Person the right to terminate, modify or cancel, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any Law or any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, orderauthorization or approval under, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver byin each case, any Governmental Entity Material Contract; or (4) result in the creation or imposition of any other Person (collectively, the "Consents, Approvals and Filings") on the part Encumbrance upon one or more of the Company or any of the Subsidiaries, Assets except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction DocumentPermitted Encumbrances.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 2.8(a), neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it the Company is a party nor the consummation of the transactions contemplated hereby or thereby shall will: (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, incorporation or bylaws or other organizational documents of the Company or any of the SubsidiariesSubsidiaries including, without limitation, any of the provisions of the certificates of designation for the Preferred Stock; (iib) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, other than Permitted Encumbrances, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, other than Permitted Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse EffectEffect or adversely affect the ability of the Company to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party; (c) except for the (i) filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, (ii) any required filings under the HSR Act, the Exchange Act or the Securities Act, (iii) the Regulatory Approvals, (iv) the Required Consents, (v) the Confirmation Order, if applicable, (vi) the Break-Up Payment Order, if applicable, and (vii) any consents of third parties required under any agreement or other than as contemplated by instrument to which the Bankruptcy DocumentsCompany or any of the Subsidiaries is a party or pursuant to which any of them or any of their material assets or properties is subject, all of which are set forth on Schedule 2.8(b) (the "Third Party Consents"), require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. After giving effect to the consummation of the other transactions to occur Except as set forth on the Effective Date, in the case of clauses (i) and (ii) belowSchedule 4.3, neither the execution, delivery or performance by the Company of its obligations under this Agreement or any of the other Transaction Documents to which it the Company is a party nor the consummation of the transactions contemplated hereby or thereby shall by the Company will: (ia) conflict with, or result in a breach or a violation of, any provision of the Restated Company’s Certificate of Incorporation Formation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the SubsidiariesLLC Agreement; (iib) except as set forth on Schedule 2.7, result in or constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, or result in the creation of an Encumbrance, other than a Permitted Encumbrance, on any of the Company’s assets or properties, under (i) any Law or (ii) any provision of any agreement or other instrument Commitment to which the Company or any of the Subsidiaries is a party or pursuant to which any of them it or any of their its assets or properties is subject, except except, with respect to the matters set forth in this clause (ii), for breaches, violations, defaults, Encumbrances, other than Permitted Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, whichwhich would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectmaterially impair Buyer’s ability to own or operate the business of the Company after the Closing; or (iiic) except for (i) the Regulatory Approvals (all of which are set forth on Schedule 4.3), and (ii) any consents of third parties required under any agreement or other than as contemplated by instrument to which the Bankruptcy DocumentsCompany is a party or pursuant to which it or any of its assets or properties is subject (all of which are set forth on Schedule 4.3), require the Company to obtain or make any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectivelyPerson, except where the "Consentsfailure to obtain or make, Approvals and Filings") on as applicable, any such consent, approval, authorization, notification, filing, or exemption or waiver would not reasonably be expected, individually or in the part aggregate, to materially impair Buyer’s ability to own or operate the business of the Company after the Closing. None of the (i) execution, delivery or performance by the Company of its obligations under this Agreement or any of the Subsidiaries, except for other Transaction Documents to which the Company is a party; (aii) the filing consummation of the Preferred Stock Certificate of Designation with transactions contemplated hereby or thereby by the Secretary of State of the State of Delaware (the "Delaware Secretary of State")Company, (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate including the transactions contemplated by Section 6.5 of this Agreement; or (iii) termination of the Client Service Agreement by the Company, will conflict with, or result in a breach or a violation of, any Transaction Documentprovision of any Commitment set forth on Schedules 4.12(a)(i) or 4.13(a)(i).