Governmental Consents; No Conflicts. (i) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not require any Consent of or with any Governmental Authority, other than (x) any consent the failure of which to be obtained would not prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to Live Oak or any of its Affiliates.
(ii) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (A) any Law or Order applicable to or binding on Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, (B) any Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, is bound, (C) any Permit held by Shareholder, or (D) any of the Organizational Documents of Shareholder, except, in the case of each of clauses (A), (B) and (C), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement.
Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a).
(b) The execution, delivery, and performance by such Shareholder of this Agreement and the Related Agreements such Shareholder is a party and the consummation by such Shareholder of the Transactions do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Shareholder under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Shareholder or any of its properties or assets, (ii) any Contract to which such Shareholder is a party or by which the Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord), Outbound IP License, or Inbound IP License, or (iii) any of the Organizational Documents of the Company, except, in the case of each of clauses (i) and (ii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, be material to the Business or the Company or prevent or delay the consummation by the Company or such Shareholder of the Transactions.
Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser and Merger Sub of this Agreement or their Related Agreements, and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent that is required as a result of any facts or circumstances relating solely to the Company or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactions.
(b) Except as set forth on Schedule 6.5(b), the execution, delivery and performance by Purchaser and Merger Sub of this Agreement and their Related Agreements, and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby, do not and will not violate, conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser or any of its Subsidiaries under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries or any of their respective properties or assets, (ii) any Contract to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or its Subsidiar...
Governmental Consents; No Conflicts. Except as may be required by the Exchange Act, the Securities Act, state securities or blue sky laws, the DGCL, the NASD bylaws and the rules and regulations of AMEX (as they relate to the S-4 Registration Statement and the Prospectus/Joint Proxy Statement) (collectively, the "Applicable Regulatory Requirements"), there is no requirement applicable to the Company or any Company Subsidiary to make any filing with, or to obtain any permit, authorization, or Consent of, any Governmental Authority as a condition to the consummation of the Merger or any of the other transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement and the other agreements, documents and instruments contemplated hereby by the Company nor the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement will (a) violate the Certificate of Incorporation or Bylaws of the Company, (b) result in a default (or with notice or lapse of time or both would result in a default) under, or materially impair the rights of the Company or any Company Subsidiary or materially alter the rights or obligations of any third party under, or require the Company or any Company Subsidiary to make any material payment or become subject to any material liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any Material Company Contract, (c) result in the creation of any material (individually or in the aggregate) Encumbrance on any of the assets of the Company or any Company Subsidiary or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company or any Company Subsidiary or any of their assets, which conflict or violation has had or would reasonably be expected to have a Material Adverse Effect on the Company.
Governmental Consents; No Conflicts. The Transactions (a) do not require any authorization or approval or other action by, or any notice to or filing with, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) such consents, approvals, registrations and filings of or with the FCC as may be required in connection with the exercise by any Agent of rights under the Loan Documents with respect to Collateral following an Event of Default, (b) will not violate the charter, bylaws or other organizational documents of the Borrower or any of the Subsidiaries, (c) will not (i) violate or result in a default under any indenture (including the 9 5/8% Senior Notes Indenture), agreement (including the XM Merger Agreement) or other instrument binding upon the Borrower or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Subsidiaries or (ii) violate any applicable law or regulation or any order of any Governmental Authority, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Restricted Subsidiaries, except Liens created under the Loan Documents, other than, in the case of clause (a) or (c) above, where the foregoing could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Sellers or any of their respective Affiliates (including the Company).
(b) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party or any of its properties or assets, (ii) any material Contract to which such Party is a party or by which such Party or any of its properties or assets is bound, (iii) any Permit held by such Party, or (iv) any of the Organizational Documents of such Party except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party of the Transactions.
Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Parent and Purchaser of this Agreement and its Related Agreements, and the consummation by each of Parent and Purchaser of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to the Acquirors or prevent or materially delay the consummation by the Acquirors of the Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to the Company.
(b) The execution, delivery, and performance by each Acquiror of this Agreement and its Related Agreements, and the consummation by such Acquiror of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of the Acquirors under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on either Parent or Purchaser or any of its properties or assets, (ii) any material Contract to which either Parent or Purchaser is a party or by which either Parent or Purchaser or any of its properties or assets is bound, (iii) any Permit held by either Parent or Purchaser, or (iv) any of the Organizational Documents of Parent and Purchaser except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by Parent and Purchaser of the Transactions.
Governmental Consents; No Conflicts. Except as may be required by the Exchange Act, the Securities Act, state securities or blue sky laws, the DGCL, and the NASD bylaws and the rules and regulations of the American Stock Exchange (as they relate to the S-4 Registration Statement and the Prospectus/Joint Proxy Statement), there is no requirement applicable to the Company to make any filing with, or to obtain any permit, authorization, or Consent of, any Governmental Authority as a condition to the consummation of the Merger or any of the other transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement and the other agreements, documents and instruments contemplated hereby by the Company nor the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement will (a) violate the Certificate of
Governmental Consents; No Conflicts. Except as set forth in the Company Disclosure Schedule, there is no requirement applicable to the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any federal, state, local or foreign governmental or regulatory agency, department, commission or other authority (a "Governmental Authority") as a condition to the lawful consummation of any of the Transactions. The Company does not know of any reason why any required permit, authorization, consent or approval will not be obtained. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of any of the Transactions will (a) conflict with, violate or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or comparable charter documents) of the Company, (b) result in a default (or with notice or lapse of time or both would result in a default) under, or impair the rights of the Company or alter the rights or obligations of any third party under, or require the Company to make any material payment or become subject to any liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license agreement, lease or other contract, instrument or obligation to which the Company is a party or by which the Company or any of its affiliates or any of their assets may be bound, (c) result in the creation of any liens, charges or encumbrances on any of the assets of the Company or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company or any of its assets.
Governmental Consents; No Conflicts. There is no requirement applicable to the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Body as a condition to the lawful consummation of any of the Transactions or the performance of or compliance with the terms of the Transactional Agreements. Neither the execution and delivery of this Agreement by the Company, the consummation by the Company of any of the Transactions nor the performance of or compliance with the terms of the Transactional Agreements will
(a) conflict with, violate or result in any breach of any provision of the articles of incorporation or bylaws (or comparable charter documents) of the Company;
(b) result in a breach, default (or with notice or lapse of time or both would result in a default), event of default or violation under, or impair the rights of the Company or alter the rights or obligations of any third party under, or require the Company to make any material payment or become subject to any liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any Contract;
(c) give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under any of the terms, conditions or provisions of any Contract;
(d) result in the creation of any liens, charges or encumbrances on any of the assets of the Company;
(e) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Company or any Shareholder is subject or by which the Company or any Shareholder is bound;
(f) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company or any of its assets (including, without limitation, the HSR Act, together with all rules and regulations promulgated thereunder); or
(g) require the consent of any third party, except as set forth on Schedule 3.3(e).
