Governmental Filings; No Conflicts. Except for (i) filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (ii) the filing and recordation of appropriate merger documents as required by the NYBCL and, if applicable, the laws of other states in which the Company is qualified to do business, (iii) filings, if any, under securities or blue sky laws or takeover statutes, (iv) filings to fulfill the delisting requirements of the New York Stock Exchange, (v) regulatory filings relating to the operation of the Company's business, (vi) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction and (vii) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which would have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the Certificate of Incorporation of the Company or By-Laws of the Company, as in effect on the date hereof, or (y) assuming the truth of the representations and warranties of Mergeco contained herein and its compliance with all agreements contained herein and assuming the due making of all filings and obtaining all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which the Company or any of its assets or properties is bound, excluding from the foregoing clause (y) conflicts, violations, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect or a material adverse effect on the Company's ability to consummate the transactions contemplated hereby.
Governmental Filings; No Conflicts. (a) No notices, reports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement by Buyer do not, and the consummation of the transactions contemplated hereby by Buyer will not, constitute or result in a breach or violation of, or a default under, (i) the governing documents of Buyer or (ii) any Law to which Buyer is subject, except, in the case of clause (ii), any Violations that would not reasonably be expected to prevent or materially impair or materially delay the ability of Buyer to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.
Governmental Filings; No Conflicts. (a) Except for (i) filings required by the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), (ii) the filing and recordation of appropriate merger documents as required by the DGCL and, if applicable, the laws of other states in which the Company is qualified to do business, (iii) filings under securities or blue sky laws or takeover statutes of the various states, (iv) the listing requirements of the American Stock Exchange and (v) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which would, individually or in the aggregate, have a Company Material Adverse Effect or materially adversely affect the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby.
(b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in any violation of any provision of
Governmental Filings; No Conflicts. (a) No notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from any Governmental Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby by the Company will not (i) constitute or result in a breach or violation of, or a default under the governing documents of the Company, (ii) constitute or result in a breach or violation of, or a default under any Law to which the Company is subject, (iii) require a consent or approval under, conflict with, result in a violation or breach of, or constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate or cancel or modify any material obligation or result in the loss of any material right under any Contract to which the Company is a party or otherwise bound.
Governmental Filings; No Conflicts. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices
(A) under the HSR Act or the EC Merger Regulation, (B) with or to the FCC pursuant to the Communications Act, or
Governmental Filings; No Conflicts. The due execution, delivery or performance by such Person of this Agreement, the Credit Agreement and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for (i) filings necessary to perfect Liens created pursuant to the Loan Documents and (ii) registration of the particulars of the Collateral Documents dated on or about the date of this Agreement at the Companies Registration Office in Ireland, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Person or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Person or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of such Person or any of its Subsidiaries, other than Liens created under the Loan Documents.
Governmental Filings; No Conflicts. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) European Union Council Regulation (EC) Xx. 000/0000 xx Xxxxxxx 00, 0000 (xxx “EC Merger Regulation”),
Governmental Filings; No Conflicts. (a) No notices, reports or other filings are required to be made by any Company Group Member with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any Company Group Member from, any Governmental Entity in connection with the execution and delivery of this Agreement or any of the Company Transaction Agreements by Utah Holding or the Company or the consummation of the transactions contemplated hereby except for such notices, reports, filings, consents, registrations, approvals, permits and authorizations the failure of which to obtain would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the consummation of the transactions contemplated hereby.
(b) The execution, delivery and performance by Utah Holding and the Company of this Agreement and the Company Transaction Agreements does not, and the consummation of the transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default (with or without notice, lapse of time or both) under, the certificate of incorporation or bylaws or other organizational documents of any Company Group Member, (B) a breach or violation of, or a default (with or without notice, lapse of time or both) under, in each case in any material respect, or the acceleration of any obligations (other than notices) under, or the creation of an Encumbrance on any assets of any Company Group Member pursuant to, any Material Contract that is binding upon any Company Group Member, or any Law or Permit to which any Company Group Member is subject, or (C) any adverse change in the rights or obligations of any Company Group Member under, or any right of any other party to termination, acceleration or cancellation under, any Material Contract to which any Company Group Member is a party.
Governmental Filings; No Conflicts. (a) Other than (i) applicable requirements of the Securities Act, and blue sky laws, or (ii) such consents, approvals, authorizations or permits, filings or notifications that the failure to obtain or make would not prevent or delay consummation of the transactions contemplated by this Agreement, or otherwise prevent or delay a Buyer Group Member from performing its obligations under this Agreement, no notices, reports or other filings are required to be made with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by a Buyer Group Member from, any Governmental Entity in connection with the execution and delivery of this Agreement and the other Buyer Transaction Agreements by the Buyer Group Members and the consummation by the Buyer Group Members of the transactions contemplated hereby and thereby.
(b) The execution, delivery and performance of this Agreement and the other Buyer Transaction Agreements does not, and the consummation of the transactions contemplated hereby and thereby will not, constitute or result in (i) a breach or violation of, or a default (with or without notice, lapse of time or both) under, any Buyer Group Member’s certificate of incorporation or bylaws, (ii) a breach or violation of any Law to which a Buyer Group Member is subject or (iii) conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair a Buyer Group Member’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the properties or assets of a Buyer Group Member pursuant to, in each case in all material respects, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which a Buyer Group Member is a party or by which a Buyer Group Member or any of its properties is bound or affected except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, defaults, impairments or alterations that would not prevent or delay consummation of the transactions contemplated by this Agreement, or otherwise prevent or delay a Buyer Group Member from performing its obligations under this Agreement.
Governmental Filings; No Conflicts. (a) Except for the filing of the Certificate of Merger, no notices, reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or its Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement or any of the Company Transaction Agreements by the Company or the consummation of the Merger by the Company.
(b) The execution, delivery and performance by the Company of this Agreement and the Company Transaction Agreements does not, and the consummation of the Merger will not, constitute or result in (A) a breach or violation of, or a default (with or without notice, lapse of time or both) under, the Certificate of Incorporation or bylaws or other organizational documents of the Company or its Subsidiaries, (B) a breach or violation of, or a default (with or without notice, lapse of time or both) under, in each case in any material respect, or the acceleration of any obligations (other than notices) under, or the creation of an Encumbrance on any assets of the Company or its Subsidiaries pursuant to, any Material Contract that is binding upon the Company or its Subsidiaries, or any Law or Permit to which the Company or its Subsidiaries is subject, (C) any adverse change in the rights or obligations of the Company under, or any right of any other party to termination, acceleration or cancellation under, any Material Contract to which the Company or any of its Subsidiaries is a party or (D) to the Company’s knowledge, any impairment of the ability of the Company or any of its Subsidiaries to operate its business as currently conducted.
