Consents; Noncontravention. Except for (a) any applicable requirements of the Securities Act, the Exchange Act, and state securities laws and the NYSE and (b) the filing and recordation of the Articles of Merger as required by applicable Law, the authorization, execution and delivery by Shurgard and Merger Subsidiary of this Agreement, and the consummation of the transactions contemplated hereby will not: (i) violate any provision of the articles of incorporation or bylaws of Shurgard or Merger Subsidiary; (ii) violate any Law or Order of any Governmental Entity or any nongovernmental self-regulatory agency to which Shurgard or any of its subsidiaries or any of their respective properties or assets may be subject; (iii) require any filing with or permit, consent, or approval to be obtained from any Governmental Entity or any nongovernmental self-regulatory agency to which Shurgard or any of its subsidiaries or any of their respective properties or assets may be subject; or (iv) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any benefit under, or give rise to any right of termination, cancellation, increased payments, or acceleration under, or result in the creation of any Encumbrance on any of the properties or assets of Shurgard or any of its subsidiaries under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, or other instrument or obligation to which Shurgard or any of its subsidiaries is a party, or by which any of them or any of their respective properties or assets may be bound.
Consents; Noncontravention. Except (a) for any applicable requirements of the Securities Act, the Exchange Act and state securities laws, (b) for the filing and recordation of the Articles of Merger as required by applicable Law, and (c) as set forth in this Agreement, the authorization, execution and delivery by Schwalbach, Stotesbery, the Trusts and the Companies of this Agreement, and the consummation of the transactions contemplated hereby, will not: (i) violate any provision of the articles of incorporation or bylaws of the Corporations or the Organizational Documents of the LLCs; (ii) violate any Law or Order of any Governmental Entity or any nongovernmental self-regulatory agency to which any of the Companies or any of their respective Properties or assets may be subject; (iii) require any filing with or permit, consent, or approval to be obtained from any Governmental Entity or any nongovernmental self-regulatory agency to which any of the Companies or any of their respective Properties or assets may be subject; or (iv) to the Knowledge of the Companies, result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any benefit under, or give rise to any right of termination, cancellation, increased payments, or acceleration under, or result in the creation of any Encumbrance on any of the Properties or assets of any of the Companies used in the Business under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, or other instrument or obligation relating to the Business to which any of the Companies is a party, or by which any of them or any of their respective Properties or assets used in the Business may be bound.
Consents; Noncontravention. Except (a) for any applicable requirements of the Securities Act, the Exchange Act and state securities laws, (b) for the filing and recordation of the Articles of Merger as required by applicable Law, and (c) as set forth in this Agreement, the execution, delivery and performance of this Agreement and the Voting Agreement by such Trust will not (i) constitute a violation (with or without the giving of notice or lapse of time or both) of any provision of any Law or Order applicable to such Trust, (ii) require any consent, approval or authorization of, or notice to, any Person or Government Entity, (iii) result in a default under, an acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which such Trust is a party or by which such Trust is bound or (iv) result in the creation or imposition of any Encumbrance on any of the Corporation Stock or LLC Membership Interests held by such Trust.
Consents; Noncontravention. The execution, delivery, and performance of the Transaction Documents by Seller does not require the consent of any governmental entity or third party, except for (i) the approval by the Federal Communications Commission of the transactions contemplated by this Agreement, (ii) the consent of the network under each network affiliate agreement to which the Company and any of its subsidiaries is a party, and (iii) those that have already been obtained. The execution, delivery and performance of the Transaction Documents by Seller will not conflict with or violate any applicable law or any judgment, order, or ruling of any government entity having jurisdiction over Seller, will not, directly or indirectly, conflict with or constitute a breach or default under any agreement, license, or permit to which Seller is a party or is subject, and will not result in the creation of any Lien on the assets of the Company.
Consents; Noncontravention. The execution, delivery and performance of the Transaction Documents by Seller does not require the consent of any governmental entity or third party, except for (1) the approval by the Federal Communications Commission of the transactions contemplated by this Agreement and the proposed recapitalization (the "Recapitalization") of the Company pursuant to which, among other things, each issued and outstanding share of common stock of the Company will be converted into a share of nonvoting common stock, except that the Share to be held by Buyer will be converted into one share of voting common stock of the Company, (2) the consent of the network under each network affiliate agreement to which the Company and any of its subsidiaries is a party, (3) the filing of a premerger notification report under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended ("Hart-Xxxxx Xxx"), and the expiration or termination of any waiting period in connection therewith, and (4) the consent of the sole stockholder to the Second Amended and Restated Certificate of Incorporation of the Company to be filed in connection with the Recapitalization. The execution, delivery and performance of the Transaction Documents by Seller will not conflict with or violate any applicable law or any judgment, order or ruling of any government authority having jurisdiction over Seller, will not, directly or indirectly, conflict with or constitute a breach or default under any agreement, license or permit to which Seller is a party or is subject, and will not result in the creation of any Lien on the assets of the Company.
Consents; Noncontravention. (a) Except as set forth on Schedule 3.4(a) (collectively, the “Applicable Consents”), and except for the applicable requirements under “blue sky” Regulations of various states, no Consent, declaration to or filing or registration with, any Governmental Body or any party to a Material Contract is required to be made or obtained by any Acquired Entity in connection with the Transactions, except for such Consents the failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect.
(b) Except as set forth on Schedule 3.4(b), and except for the applicable requirements under “blue sky” Regulations of various states, the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions, will not (i) violate the Organizational Documents of any Acquired Entity, (ii) violate any Regulation applicable to the Acquired Entities, (iii) constitute a Default by an Acquired Entity under any Material Contract, or (iv) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrance) on any asset of any Acquired Entity, except, in each case, for such violations, Defaults or impositions that would not have a Company Material Adverse Effect.
Consents; Noncontravention. (a) Except for the applicable requirements under “blue sky” Regulations of various states, no material Consent, declaration to or filing or registration with, any Governmental Body or any other Person is required to be made or obtained by Parent in connection with the execution, delivery and performance of the Transaction Documents to which Parent is a party or the consummation of the Transactions, except, in each case, for such Consents the failure of which to obtain would not reasonably be expected to have a Parent Material Adverse Effect.
(b) Except for the applicable requirements under “blue sky” Regulations of various states, the execution, delivery and performance of the Transaction Documents to which Parent is a party and the consummation of the Transactions, will not (i) violate the Organizational Documents of Parent, (ii) violate any Regulation applicable to Parent, (iii) constitute a Default by Parent under any Contract to which it is a party, or (iv) result in the creation or imposition of any Encumbrance on any asset of Parent, except, in each case, for such violations, Defaults or impositions that would not have a Parent Material Adverse Effect.
Consents; Noncontravention. (a) Except for the applicable requirements under “blue sky” Regulations of various states, no material Consent, declaration to or filing or registration with, any Governmental Body or any other Person is required to be made or obtained by Buyer in connection with the execution, delivery and performance of the Transaction Documents to which Buyer is a party or the consummation of the Transactions, except, in each case, for such Consents the failure of which to obtain would not reasonably be expected to have a Buyer Material Adverse Effect.
(b) Except for the applicable requirements under “blue sky” Regulations of various states, the execution, delivery and performance of the Transaction Documents to which Buyer is a party or the consummation of the Transactions, will not (i) violate the Organizational Documents of Buyer, (ii) violate any Regulation applicable to Buyer, (iii) constitute a Default by Buyer under any Contract to which it is a party, or (iv) result in the creation or imposition of any Encumbrance on any asset of Buyer, except, in each case, for such violations, Defaults or impositions that would not have a Buyer Material Adverse Effect.
Consents; Noncontravention. Except as set forth on SCHEDULE 3(c) hereto, the execution, delivery and performance of the Company's Agreements by the Company (i) does not require the consent of any governmental entity or third party, (ii) will not conflict with or violate the provisions of the Company's articles of incorporation or bylaws or any applicable law or any judgment, order or ruling of any government authority having jurisdiction over the Company, (iii) will not, directly or indirectly, conflict with or constitute a breach or default under any agreement, document, instrument, license or permit to which the Company is a party or is subject, and (iv) will not result in the creation of any Lien on the assets of the Company.
Consents; Noncontravention. Except to the extent that the same has not had and will not have a material adverse effect on the Company, the execution, delivery and performance of the Sellers' Agreements by each Seller do not require the consent of any governmental entity or third party, will not conflict with or violate any applicable law or any judgment, order or ruling of any government authority having jurisdiction over either Seller, will not, directly or indirectly, conflict with or constitute a breach or default under any agreement, license or permit to which such Seller is a party or is subject, and will not result in the creation of any lien or encumbrance on the assets of the Company.
