Common use of Governmental Authorizations; Non-Contravention Clause in Contracts

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental Authority, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; and (iii) where the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries are bound, (iii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permits, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or equity securities of the Company or its Subsidiaries, other than in the case of clauses (ii) through (iv) of this Section 3.4(b), as would not have a Company Material Adverse Effect.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub the Company contained in Section 4.3 3.4 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement by the Company Xxxxxx and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental AuthorityAuthorization, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) compliance with the Nasdaq rules and regulations; and (iiiiv) where the failure to obtain such Governmental Authorizations Authorization would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeParent Material Adverse Effect. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance of this Agreement by the Company Xxxxxx and Merger Sub and the consummation by the Company Xxxxxx and Merger Sub of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material provision of the organizational documents of Parent or Merger Sub or (ii) assuming that all Governmental Authorizations described in Section 4.3(a) have been obtained or made prior to the Acceptance Time or the Effective Time, as applicable (x) contravene or conflict with, or result in any violation or breach of, any Law applicable to the Company Parent or any of its Subsidiaries or by which any assets of the Company Parent or any of its Subsidiaries (“Parent Assets”) are bound, bound or (iiiy) result in a any violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or entitle any of the termsparty to terminate, conditions accelerate or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permitsadversely modify, or (iv) result in the creation of any Lien upon under (in each case with or without notice or lapse of time or both), any Contracts to which Parent, Merger Sub or any of the assets their respective Subsidiaries is a party or properties (other than by which any Permitted Liens) or equity securities of the Company or its SubsidiariesParent Assets are bound, other than in the case of clauses clause (ii) through (ivb) of this Section 3.4(b), 4.3 as would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section section 4.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section section 251(h) of the DGCL, the execution, delivery and performance of this Agreement agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental Authority, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings and reports that may be required in connection with this Agreement agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) compliance with the Nasdaq rules and regulations; (iv) the filings with the Specified Antitrust Authorities; and (iiiv) where the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably expected to be material to the Company and its Subsidiaries, taken as a whole. (b) The execution, delivery and performance of this agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not (i) contravene or conflict with, or result in any violation or breach of, any provision of the Company Organizational Documents or (ii) assuming that all Governmental Authorizations described in section 3.3(a) have been obtained or made prior to the Offer Acceptance Time or the Effective Time, as applicable, (x) contravene or conflict with, or result in any violation or breach of, any Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries (“Company Assets”) are bound or (y) result in any violation or breach of, or constitute a default under, or entitle any party to terminate, accelerate or adversely modify, or result in the creation of any Lien under (in each case with or without notice or lapse of time or both), any Contracts to which the Company or any of its Subsidiaries is a party or by which any Company Assets are bound, other than in the case of clause (ii) of this section 3.4(b), as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Subject , which, in any event, would not reasonably be expected to the receipts of the consents, approvals, authorizations and other requirements set forth result in Section 3.3(a), the execution, delivery and performance of this Agreement by Liability to the Company and the consummation by the Company its Subsidiaries in excess of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result $2,000,000 in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries are bound, (iii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permits, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or equity securities of the Company or its Subsidiaries, other than in the case of clauses (ii) through (iv) of this Section 3.4(b), as would not have a Company Material Adverse Effectaggregate.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution, delivery and performance by Buyer of this Agreement by the Company and any related agreement and the consummation by the Company Buyer of the Merger Transactions do not transactions contemplated hereby and will not thereby require any consent, approval no action by or other authorization in respect of, or filing with or notification to (collectively, “Governmental Authorizations”)with, any Governmental AuthorityEntity, other than: than (i) the filing compliance with any applicable requirements of the Certificate of Merger with 1933 Act and the Secretary of State 1934 Act, and the rules and regulations of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; SEC promulgated thereunder, (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state other applicable securities Laws or “blue sky” Laws; and laws and (iii) where any actions or filings the failure to obtain such Governmental Authorizations absence of which would not, individually or in the aggregate, not reasonably be expected to be material materially impair the ability of Buyer to consummate the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance by Buyer of this Agreement by the Company and any related agreement and the consummation by the Company Buyer of the Merger Transactions transactions contemplated hereby and thereby do not and will not not: (i) violate or conflict with or violate any provision ofof the organizational documents of Buyer; (ii) assuming compliance with the matters referred to in Section 5.03(a), contravene, conflict with, or result in the a violation or breach ofof any provision of any applicable statute, law, regulation, rule, judgment, injunction, order, decree, ruling, charge, permit, license or default under the Company Organizational Documentsother restriction of any Governmental Entity to which Buyer is subject or by which any of its assets or properties are bound; or (iii) contravene, (ii) contravene or conflict with, or result in any violation or breach of, any material Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries are bound, (iii) result in a violation or breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give rise to others any right rights of termination, consent, cancellation, amendment, modificationacceleration, suspension, revocation or acceleration undercancellation of, any of the termsmaterial note, conditions bond, mortgage or provisions of (A) any Contract indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Company or any Subsidiary Buyer is a party or (B) any Material Permits, or (iv) result in the creation of any Lien upon by which any of the its assets or properties (other than any Permitted Liens) or equity securities of the Company or its Subsidiaries, other than in the case of clauses (ii) through (iv) of this Section 3.4(b), as would not have a Company Material Adverse Effectare bound.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution, delivery and performance by such Stockholder of this Agreement by the Company and any related agreement and the consummation by the Company such Stockholder of the Merger Transactions do not transactions contemplated hereby and will not thereby require any consent, approval no action by or other authorization in respect of, or filing with or notification to (collectively, “Governmental Authorizations”)with, any Governmental AuthorityEntity, other than: than (i) the filing compliance with any applicable requirements of Section 4(2) of the Certificate of Merger with the Secretary of State 1933 Act and Sections 13(d) and 16(a) of the State 1934 Act and the rules and regulations of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; SEC promulgated thereunder, (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state other applicable securities Laws or “blue sky” Laws; and laws and (iii) where any actions or filings the failure to obtain such Governmental Authorizations absence of which would not, individually or in the aggregate, not reasonably be expected to be material materially impair the ability of such Stockholder to consummate the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance by such Stockholder of this Agreement by the Company and any related agreement and the consummation by the Company such Stockholder of the Merger Transactions transactions contemplated hereby and thereby do not and will not not: (i) violate or (if applicable) conflict with or violate any provision ofof the organizational documents of such Stockholder; (ii) assuming compliance with the matters referred to in Section 3.03(a), contravene, conflict with, or result in the a violation or breach ofof any provision of any applicable statute, law, regulation, rule, judgment, injunction, order, decree, ruling, charge, permit, license or other restriction of any Governmental Entity to which such Stockholder is subject or by which any of his, her or its assets or properties are bound, or default under the Company Organizational Documents(iii) contravene, (ii) contravene or conflict with, or result in any violation or breach of, any material Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries are bound, (iii) result in a violation or breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give rise to others any right rights of termination, consent, cancellation, amendment, modificationacceleration, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permitscancellation of, or (iv) result in the creation of any Lien upon Encumbrance on any of the assets such Stockholder’s Shares pursuant to, any note, bond, mortgage or properties indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument (other than any Permitted Liens) or equity securities of the Company or its Subsidiariesincluding, other than in the case of clauses (iiany Stockholder that is a trust, such trust) through (iv) or arrangement to which such Stockholder is a party or by which any of this Section 3.4(b)his, as would not have a Company Material Adverse Effecther or its assets or properties are bound.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub the Company contained in Section 4.3 section 3.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental AuthorityAuthorization, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings and reports that may be required in connection with this Agreement agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) compliance with the Nasdaq and NYSE rules and regulations; (iv) the filings with the Specified Antitrust Authorities; and (iiiv) where the failure to obtain such Governmental Authorizations Authorization would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeParent Material Adverse Effect. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance of this Agreement agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material provision of the organizational documents of Parent or Merger Sub or (ii) assuming that all Governmental Authorizations described in section 4.3(a) have been obtained or made prior to the Offer Acceptance Time or the Effective Time, as applicable (x) contravene or conflict with, or result in any violation or breach of, any Law applicable to the Company Parent or any of its Subsidiaries or by which any assets of the Company Parent or any of its Subsidiaries (“Parent Assets”) are bound, bound or (iiiy) result in a any violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or entitle any of the termsparty to terminate, conditions accelerate or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permitsadversely modify, or (iv) result in the creation of any Lien upon under (in each case with or without notice or lapse of time or both), any Contracts to which Parent, Merger Sub or any of the assets their respective Subsidiaries is a party or properties (other than by which any Permitted Liens) or equity securities of the Company or its SubsidiariesParent Assets are bound, other than in the case of clauses clause (ii) through (ivb) of this Section 3.4(b), section 4.3 as would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions transactions hereunder do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental Authority, other than: (i) any required filings or approvals under the filing HSR Act or any foreign antitrust or competition laws, requirements or regulations in connection with the issuance of shares of Class A Common Stock upon the conversion of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do businessNotes; (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) filing of a Listing of Additional Shares with the SEC under Nasdaq; (iii) any required filings pursuant to the Securities Exchange Act or the rules of 1934 the SEC or the Nasdaq; (iv) as have been obtained prior to the “Exchange Act”) or (B) under state securities Laws or “blue sky” Lawsdate of this Agreement; and (iiiv) where the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a2.3(a) and Section 6.1(n), the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions transactions contemplated by this Agreement do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries (“Company Assets”) are bound, bound or (iii) result in a any violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or entitle any party to terminate, accelerate or adversely modify, or result in the creation of the termsany Lien under (in each case with or without notice or lapse of time or both), conditions or provisions of (A) any Material Contract to which the Company or any Subsidiary of its Subsidiaries is a party or (B) by which any Material Permits, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or equity securities of the Company or its SubsidiariesAssets are bound, other than in the case of clauses clause (ii) through (iv) of this Section 3.4(b2.3(b), as would not have not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.3 ‎4.2 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCLCompany Stockholder Approval is obtained, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to any Governmental Authority (collectively, “Governmental Authorizations”), any Governmental Authority, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents set forth on Section ‎3.3(a) of the Company Disclosure Schedule with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings filings, notifications and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) compliance with applicable securities exchange rules and regulations; and (iiiiv) where the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a‎3.3(a), the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries (“Company Assets”) are bound, bound or (iii) result in a any violation or breach of, or constitute a default under, require any consent by or give rise notice to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration Person under, or entitle any party to terminate, accelerate or adversely modify, or result in the creation of the terms, conditions any Lien under (in each case with or provisions without notice or lapse of (Atime or both) any Material Contract to which the Company or any Subsidiary of its Subsidiaries is a party or (B) by which any Material Permits, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or equity securities of the Company or its SubsidiariesAssets are bound, other than in the case of clauses clause (ii) through (iv) of this Section 3.4(b‎3.3(b), as would not have not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub the Company contained in Section 4.3 3.4 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement by the Company Pxxxxx and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental AuthorityAuthorization, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) compliance with the Nasdaq rules and regulations; and (iiiiv) where the failure to obtain such Governmental Authorizations Authorization would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeParent Material Adverse Effect. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance of this Agreement by the Company Pxxxxx and Merger Sub and the consummation by the Company Pxxxxx and Merger Sub of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material provision of the organizational documents of Parent or Merger Sub or (ii) assuming that all Governmental Authorizations described in Section 4.3(a) have been obtained or made prior to the Acceptance Time or the Effective Time, as applicable (x) contravene or conflict with, or result in any violation or breach of, any Law applicable to the Company Parent or any of its Subsidiaries or by which any assets of the Company Parent or any of its Subsidiaries (“Parent Assets”) are bound, bound or (iiiy) result in a any violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or entitle any of the termsparty to terminate, conditions accelerate or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permitsadversely modify, or (iv) result in the creation of any Lien upon under (in each case with or without notice or lapse of time or both), any Contracts to which Parent, Merger Sub or any of the assets their respective Subsidiaries is a party or properties (other than by which any Permitted Liens) or equity securities of the Company or its SubsidiariesParent Assets are bound, other than in the case of clauses clause (ii) through (ivb) of this Section 3.4(b), 4.3 as would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the The execution, delivery and performance by Parent and each Seller of this Agreement by and the Company other Seller Documents and the consummation by the Company Parent and such Seller of the Merger Transactions do not transactions contemplated hereby and will not thereby require any consent, approval no action by or other authorization in respect of, or filing with or notification to (collectively, “Governmental Authorizations”)with, any Governmental AuthorityEntity, other than: than (i) compliance with any applicable requirements of Laws, rules and regulations governing antitrust or merger control matters, including, without limitation, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; Conselho Administrativo de Defesa Economica ("CADE") through ANATEL, (ii) compliance with any applicable requiremexxx of Law governing telecommunications matters including, without limitation, the General Telecommunications Law (the "GTL") and the General Grants Plan (the "GGP"), and receipt of all requisite approvals of ANATEL, (iii) compliance with any applicable requirements of any securities or takeover Laws, whether domestic or foreign, including, without limitation, Article 254-A of the BCL and Rule 361 of March 5, 2002 of the CVM, (iv) filings with the applicable Boards of Trade of amendments to the articles of association of each of the Companies in order to assign and reports that may be required in connection with transfer the Shares, (v) approval by the Bankruptcy Court of this Agreement and the Merger Transactions either transactions contemplated hereby, and (Avi) with any actions or filings the SEC under absence of which would not materially impair the Securities Exchange Act ability of 1934 (Parent or such Seller to consummate the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; and (iii) where the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance by Parent or each Seller of this Agreement by and the Company other Seller Documents and the consummation by the Company Parent or such Seller of the Merger Transactions transactions contemplated hereby and thereby do not and will not not: (i) violate or conflict with or violate any provision of, of the organizational documents of Parent or result in such Seller or the breach of, Companies or default under the Company Organizational Documents, New Startel; (ii) contravene or assuming compliance with the matters referred to in Section 3.03(a), contravene, conflict with, or result in any a violation or breach ofof any provision of any applicable Law, any material Law applicable judgment, injunction, order or decree, except as would not materially impair the ability of such Seller to consummate the Company transactions contemplated by this Agreement; or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries are bound, (iii) result in a violation or any breach of, of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in any, or give rise to any right rights of termination, consent, cancellation, amendment, modification, suspension, revocation cancellation or acceleration of any obligations or any loss of any material benefit under, any of the terms, conditions or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permits, or (iv) result in the creation of any Lien upon an Encumbrance on any of the properties or assets (whether owned, leased or properties (other than any Permitted Liensmanaged) or equity securities of the a Seller, a Company or its SubsidiariesNew Startel pursuant to any agreement, other than contract, instrument, permit, license or franchise to which a Seller, Company or New Startel is a party or by which any of a Seller's, a Company's or New Startel's property (whether owned, leased or managed) is bound or affected, except in the each case under this clause (iii) for breaches or defaults, rights of clauses (ii) through (iv) termination, cancellation or acceleration or losses or creations of this Section 3.4(b), as Encumbrances that would not have a Company Material Adverse Effectmaterially impair the ability of any Seller to consummate the transactions contemplated by this Agreement.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub contained in Section 4.3 4.2 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCLCompany Stockholder Approval is obtained, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental Authority, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) the filings with the Specified Antitrust Authorities; (iv) the ICA Clearance; and (iiiv) where the failure to obtain such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries (“Company Assets”) are bound, bound or (iii) result in a any violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or entitle any party to terminate, accelerate or adversely modify, or result in the creation of the termsany Lien under (in each case with or without notice or lapse of time or both), conditions or provisions of (A) any Material Contract to which the Company or any Subsidiary of its Subsidiaries is a party or (B) by which any Material Permits, or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or equity securities of the Company or its SubsidiariesAssets are bound, other than in the case of clauses clause (ii) through (iv) of this Section 3.4(b3.3(b), as would not have not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub the Company contained in Section 4.3 3.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement by the Company Xxxxxx and Xxxxxx Sub and the consummation by the Company Xxxxxx and Xxxxxx Sub of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental AuthorityAuthorization, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) compliance with the Nasdaq rules and regulations; (iv) the filings with the Specified Antitrust Authorities; (v) the ICA Clearance; and (iiivi) where the failure to obtain such Governmental Authorizations Authorization would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeParent Material Adverse Effect. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance of this Agreement by the Company Xxxxxx and Merger Sub and the consummation by the Company Xxxxxx and Merger Sub of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material provision of the organizational documents of Parent or Merger Sub or (ii) assuming that all Governmental Authorizations described in Section 4.2(a) have been obtained or made prior to the Effective Time (x) contravene or conflict with, or result in any violation or breach of, any Law applicable to the Company Parent or any of its Subsidiaries or by which any assets of the Company Parent or any of its Subsidiaries (“Parent Assets”) are bound, bound or (iiiy) result in a any violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or entitle any of the termsparty to terminate, conditions accelerate or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permitsadversely modify, or (iv) result in the creation of any Lien upon under (in each case with or without notice or lapse of time or both), any Contracts to which Parent, Merger Sub or any of the assets their respective Subsidiaries is a party or properties (other than by which any Permitted Liens) or equity securities of the Company or its SubsidiariesParent Assets are bound, other than in the case of clauses clause (ii) through (ivb) of this Section 3.4(b), 4.2(b) as would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Governmental Authorizations; Non-Contravention. (a) Assuming that the representations and warranties of Parent and Merger Sub the Company contained in Section 4.3 ‎3.3 are true and correct, and assuming that the Merger Transactions are consummated in accordance with Section 251(h) of the DGCL, the execution, delivery and performance of this Agreement by the Company Pxxxxx and Merger Sub and the consummation by the Company Pxxxxx and Merger Sub of the Merger Transactions do not and will not require any consent, approval or other authorization of, or filing with or notification to (collectively, “Governmental Authorizations”), any Governmental AuthorityAuthorization, other than: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (ii) any filings filings, notifications and reports that may be required in connection with this Agreement and the Merger Transactions either (A) with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) or (B) under state securities Laws or “blue sky” Laws; (iii) compliance with applicable securities exchange rules and regulations; and (iiiiv) where the failure to obtain such Governmental Authorizations Authorization would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeParent Material Adverse Effect. (b) Subject to the receipts of the consents, approvals, authorizations and other requirements set forth in Section 3.3(a), the The execution, delivery and performance of this Agreement by the Company Pxxxxx and Merger Sub and the consummation by the Company Pxxxxx and Merger Sub of the Merger Transactions do not and will not (i) violate or conflict with any provision of, or result in the breach of, or default under the Company Organizational Documents, (ii) contravene or conflict with, or result in any violation or breach of, any material provision of the organizational documents of Parent or Merger Sub or (ii) assuming that all Governmental Authorizations described in Section ‎4.2(a) have been obtained or made prior to the Effective Time (x) contravene or conflict with, or result in any violation or breach of, any Law applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any assets of the Company Parent or any of its Subsidiaries Merger Sub (“Parent Assets”) are bound, bound or (iiiy) result in a any violation or breach of, or constitute a default under, require any consent by or give rise notice to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration Person under, or entitle any of the termsparty to terminate, conditions accelerate or provisions of (A) any Contract to which the Company or any Subsidiary is a party or (B) any Material Permitsadversely modify, or (iv) result in the creation of any Lien upon under (in each case with or without notice or lapse of time or both) any Contracts to which Parent, Merger Sub or any of the assets their respective Subsidiaries is a party or properties (other than by which any Permitted Liens) or equity securities of the Company or its SubsidiariesParent Assets are bound, other than in the case of clauses clause (ii) through (iv) of this Section 3.4(b‎4.2(b), as would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.