Execution and Delivery Permitted. The execution, delivery and performance of this Agreement, and the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not violate or result in a breach of any term of IXC's Certificate of Incorporation or Bylaws or result in a breach of or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under or result in the termination of, or accelerate the performance required by or under any term in any agreement, tariff, or other instrument to which either IXC, IXC Long Distance or Acquisition is a party or by which either of them is bound (unless such default has been previously waived by the other party to such agreement, tariff, or other instrument), or violate any law or any order, rule, judgment, decree, or award, or regulation applicable to them, of any court or any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over them or their properties. Each of IXC's and Acquisition's Board of Directors and, to the extent required, stockholders, have, or as of the Closing Date shall have, taken all action required by law, and by their respective Certificates of Incorporation and their respective Bylaws to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement or by any of its Exhibits, including the issuance of the IXC Shares. Except as set forth on Schedule 5.5 hereto, none of the execution, delivery or performance of this Agreement or any of the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby requires any filing with or the consent or approval of any third party, including but not limited to any governmental body or entity, other than (a) compliance with the Securities Act and the Exchange Act, (b) applications to the FCC and certain state utility regulatory commissions in states in which IXC, Network or a Subsidiary offers services, (c) notifications to the FTC and the DOJ under the HSR Act, and (d) the filing with the Delaware Secretary of State of the Certificate of Merger in respect of the Merger in accordance with the Corporation Law.
Execution and Delivery Permitted. The execution, delivery and performance of this Agreement will not (i) violate or result in a breach of any term of Buyer's Certificate of Incorporation or Bylaws; (ii) result in a breach of or constitute a default under any term in any agreement or other instrument to which Buyer is a party; or (iii) violate any law or any order, rule or regulation applicable to Buyer, of any Governmental Authority having jurisdiction over Buyer or its properties. The Buyer has taken all action required by law, and by Buyer's Certificate of Incorporation and Bylaws to authorize the execution, delivery and performance of this Agreement and the other agreements executed in connection herewith by Buyer and the purchase of the Assets from Seller in accordance with this Agreement.
Execution and Delivery Permitted. Except as set forth on Schedule 5.3, the execution, delivery and performance of this Agreement will not (i) violate or result in a breach of any term of MLI's Certificate of Incorporation or Bylaws, (ii) result in a breach of or constitute a default under any term in any agreement or other instrument, including any Contract, to which Seller is a party, (iii) violate any law or any order, rule or regulation applicable to Seller, of any Governmental Authority having jurisdiction over Seller, its properties or the Assets or (iv) result in the creation or imposition of any Lien upon any of the Assets. The Seller has taken all action required by law and by MLI's Certificate of Incorporation and Bylaws to authorize the execution, delivery and performance of this Agreement and the other agreements executed in connection herewith by Seller and the transfer of all of the Assets to Buyer in accordance with this Agreement. The Board of Directors of MLI and the shareholders of MLI have taken all action required by law and by MLI's Certificate of Incorporation and Bylaws to approve the execution, delivery and performance of this Agreement and the other agreements executed in connection herewith by Seller and the transfer of all of the Assets to Buyer in accordance with this Agreement.
Execution and Delivery Permitted. The execution, delivery and performance of this Agreement will not (i) violate or result in a breach of any term of Seller's Certificate of Incorporation or Bylaws, (ii) result in a breach of or constitute a default under any term in any agreement or other instrument to which Seller is a party that would be a Material Adverse Event, (iii) violate any law or any order, rule or regulation applicable to Seller, of any Governmental Authority having jurisdiction over Seller or its properties or (iv) result in the creation or imposition of any Lien upon any of the Assets. The Board of Directors of Seller has taken all action required by law and by Seller's Certificate of Incorporation and Bylaws to authorize the execution, delivery and performance of this Agreement, together with its Schedules and Exhibits, and the other agreements executed in connection herewith and to transfer all of the Assets to Buyer in accordance with this Agreement.
Execution and Delivery Permitted. The execution, delivery and performance of this Agreement will not violate or result in a breach of any term of Buyer's Certificate of Incorporation or Bylaws or result in a breach of or constitute a default under any term in any agreement or other instrument to which Buyer is a party, such default having not been previously waived by the other party to such agreements, or violate any law or any order, rule or regulation applicable to Buyer, of any court or of any Governmental Authority having jurisdiction over Buyer or its properties, or result in the creation or imposition of any Lien upon any of Buyer's assets or the Shares. Buyer's Board of Directors has taken all action required by law, and by Buyer's Certificate of Incorporation and Bylaws to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the issuance of the Shares in accordance with this Agreement.
Execution and Delivery Permitted. The execution, delivery and performance of this Agreement will not violate or result in a breach of any term of Buyer's Certificate of Incorporation or Bylaws or result in a breach of or constitute a default under any term in any agreement or other instrument to which Buyer is a party, such default having not been previously waived by the other party to such agreements, or violate any law or any order, rule or regulation applicable to Buyer, of any court or of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Buyer or its properties, or result in the creation or imposition of any mortgage, lien, charge, or encumbrance of any nature whatsoever upon any of the Purchased Assets purchased by Buyer hereunder. Buyer's Board of Directors, or authorized committees thereof, has taken all action required by law, and by Buyer's Certificate of Incorporation, Bylaws, and otherwise to authorize the purchase of the Purchased Assets in accordance with this Agreement. Except as set forth on Schedule 6.3, the execution, delivery and performance of this Agreement and the other agreements executed in connection herewith, and the consummation of the transactions contemplated hereby and thereby do not require any filing with, notice to or consent, waiver or approval of any third party, including but not limited to, any governmental body or entity.
Execution and Delivery Permitted. The execution, -------------------------------- delivery and performance of this Agreement will not: (a) violate any term of Buyer's Articles of Incorporation or Bylaws; (b) result in a breach of or constitute a default under any agreement or other instrument to which Buyer is a party which would adversely effect Buyer's ability to consummate the transactions contemplated hereby; or (c) violate any Law or Order applicable to Buyer. Buyer's Board of Directors and shareholders have taken all action required by law and by Buyer's Articles of Incorporation and Bylaws to authorize the execution, delivery and performance of this Agreement.
Execution and Delivery Permitted. The execution, delivery and performance of this Agreement will not (a) violate or result in a breach of any term of Buyer's Articles of Incorporation or of its Bylaws, (b) result in a breach of or constitute a default under any term in any agreement or other instrument to which Buyer is a party, such default having not been previously waived by the other party to such agreements, (c) violate any law or any order, rule or regulation applicable to Buyer, of any court or of any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Buyer or its properties, or (d) result in the creation or imposition of any mortgage, lien, charge, or encumbrance of any nature whatsoever upon any of the Purchased Assets purchased by Buyer hereunder. Buyer's Board of Directors, or an authorized committee thereof, has taken all action required by law, and by Buyer's Articles of Incorporation, its Bylaws, and otherwise to authorize the purchase of the Purchased Assets in accordance with this Agreement.
Execution and Delivery Permitted. The execution, delivery -------------------------------- and performance of this Agreement will not violate or result in a breach of any term of Buyer's Articles of Incorporation or Bylaws or result in a breach of constitute a default under any term in any material agreement or other instrument to which Buyer is a party, such default having not been previously waived by the other party to such agreements, or violate in any material respect any law or any order, rule or regulation applicable to it, of any court or any regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties. Buyer's Board of Directors has taken all action required by law, and by its Articles of Incorporation and Bylaws, and otherwise, to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement. Neither the execution, delivery or performance of this Agreement or any of the other agreements executed in connection herewith, or the consummation of the transactions contemplated hereby or thereby requires any filing with or the consent or approval of any third party, including but not limited to any governmental body or entity, other than any filing required under the HSR Act, and the expiration of any applicable waiting periods thereunder.
Execution and Delivery Permitted. The execution, delivery, and performance of this Agreement will not (a) violate or result in a breach of any term of Seller's Articles of Incorporation or Bylaws, (b) result in a breach of or constitute a default under any term in any material agreement or other instrument to which it is a party, such default having not been previously waived by the other party to any such agreement, or (c) to the best of Seller's knowledge, violate any law or any order, rule, or regulation applicable to it, of any court or of any regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over it or its properties. The respective Boards of Directors of Rio, IRC and Summit and their respective shareholders have taken (or prior to Closing will take) all action required by law and by their Articles of Incorporation and Bylaws to authorize the execution and delivery of this Agreement and the sale of the Assets to Buyer hereunder.
