Common use of Governmental Filings; No Conflicts Clause in Contracts

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. Except for (i) filings required Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) under the Securities Exchange 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”), (C) with or to the Federal Communications Commission (the “FCC”) pursuant to the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the "Exchange “Communications Act"”), or (iiD) pursuant to any applicable state or territorial public utility Laws and rules, regulations and orders of any state or territorial public utility commissions (“PUCs”) or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses, in respect of the filing and recordation jurisdictions set forth on Schedule 3.2(d) of appropriate merger documents as the Seller Disclosure Letter, no notices, reports or other filings are required to be made or effected by the NYBCL andSeller, if applicableGlobal, Holding, the laws of other states in which Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller, Global, Holding, the Company is qualified to do businessor its Subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body or other governmental entity (iii“Governmental Entity”) 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 the execution and delivery of this Agreement by Seller or other taxes in any applicable jurisdiction and (vii) filings under applicable alcohol and beverage laws and regulationsthe performance of its obligations hereunder, 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, except those that the failure to make make, effect, or obtain which would havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby. Neither the Effect. (ii) The execution and delivery of this Agreement nor by Seller, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transaction will (x) conflict with not constitute or result in any (A) a breach or violation of any provision of of, or a default under, the Certificate of Incorporation Organizational Documents 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 of its Subsidiaries; (B) a breach or authority by which violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, the change of any rights of the Company or any of its Subsidiaries under, or the creation of an Encumbrance (other than an Encumbrance set forth in clauses (i) through (iv) of the definition of Permitted Encumbrance) on, any of the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any contract; or (C) conflict with, breach or violate any Law applicable to Seller, Global, Holding or the Company or any of their respective Subsidiaries or by which its or by which any of their properties is boundare bound or affected, excluding from except, in the foregoing case of clause (yB) conflictsor (C), violationsfor any such breach, breaches violation, termination, default, creation or defaults whichacceleration that would not, either individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect or a material adverse effect on the Company's ability to consummate the transactions contemplated herebyEffect.

Governmental Filings; No Conflicts. Except for (i) filings required Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) under the Securities Exchange HSR Act of 1934, as amended, and or the rules and regulations promulgated thereunder (the "Exchange Act")EC Merger Regulation, (iiB) with or to the filing FCC pursuant to the Communications Act, or (C) any applicable public utility Laws and recordation rules, regulations and orders of appropriate merger documents as required by the NYBCL andany PUCs or similar foreign public utility Laws and rules, if applicable, the laws regulations and orders of other states in which the Company is qualified to do business, (iiiany regulatory bodies regulating telecommunications businesses set forth on Schedule 3.3(d) filings, if any, under securities or blue sky laws or takeover statutes, (iv) filings to fulfill the delisting requirements of the New York Stock ExchangePurchaser Disclosure Letter, (v) regulatory no notices, reports or other filings relating are required to the operation of the Company's businessbe made by Purchaser with, (vi) filings nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Purchaser from, any Governmental Entity in connection with any applicable transfer the execution and delivery of this Agreement by Purchaser or other taxes in any applicable jurisdiction and (vii) filings under applicable alcohol and beverage laws and regulationsthe performance of its obligations hereunder, 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, except those that the failure to make make, effect, or obtain which would havenot, individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby. Neither the Effect. (ii) The execution and delivery of this Agreement nor by Purchaser, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby nor compliance by Transaction will not constitute or result in (A) a breach or violation of, or a default under, the Company with Organizational Documents of Purchaser; (B) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance (other than an Encumbrance set forth in clauses (i) through (iv) of the definition of Permitted Encumbrance) on, any of the provisions hereof will assets of Purchaser (x) conflict with or result in without notice, lapse of time or both) pursuant to any violation of any provision of the Certificate of Incorporation of the Company agreement, lease, license, contract, note, mortgage, indenture, arrangement or By-Laws of the Company, as in effect on the date hereofother obligation binding upon Purchaser, or (yC) assuming the truth of the representations and warranties of Mergeco contained herein and conflict with, breach or violate any Law applicable to Purchaser or by which its compliance with all agreements contained herein and assuming the due making of all filings and obtaining all permitsproperties are bound or affected, authorizationsexcept, consents and approvals referred to in the preceding sentencecase of clause B) or (C) above, violate for any statutebreach, ruleviolation, regulationtermination, orderdefault, injunctioncreation or acceleration that would not, 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 reasonably be likely to have a Purchaser Material Adverse Effect or a material adverse effect on the Company's ability to consummate the transactions contemplated herebyEffect.

Governmental Filings; No Conflicts. Except for (ia) No notices, reports or other filings are required under to be made by any of 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 applicableSellers, the laws of other states in which Companies or the Company is qualified Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to do business, (iii) filings, if any, under securities or blue sky laws or takeover statutes, (iv) filings to fulfill the delisting requirements be obtained by any of the New York Stock ExchangeSellers, (v) regulatory filings relating to the operation of Companies or the Company's businessCompany Subsidiaries from, (vi) filings any Governmental Entity in connection with any applicable transfer or other taxes in any applicable jurisdiction the execution, delivery and (vii) filings under applicable alcohol performance of this Agreement by the Sellers 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 Sellers of the transactions contemplated by this Agreementhereby. (b) The execution, 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 delivery and delivery performance of this Agreement nor by the Sellers, do not, and the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Sellers or the Companies will (x) conflict with not, constitute or result in a breach or violation of, or a default under (with or without the giving of notice or the passage of time or both), or give rise to any violation right of termination, cancellation, amendment or acceleration of any provision right or obligation of the Certificate Sellers, the Companies or the Company Subsidiaries under or result in the creation or imposition of Incorporation any Encumbrance on any of the Company Shares or By-Laws the assets of the CompanySellers, as the Companies or the Company Subsidiaries, under (any of the forgoing, a “Violation”) (i) the governing documents of the Sellers, the Companies or the Company Subsidiaries and (ii) subject to the filings and other matters referred to in effect on Section 3.2(a) above, (A) any Contract or Permit to which any of the date hereofSellers, the Companies or the Company Subsidiaries is a party or by which any of their respective properties or assets are bound or (yB) assuming the truth of the representations consents, approvals 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 authorizations referred to in Section 3.2(a) above are timely made or obtained, any Law to which any of the preceding sentenceSellers, violate any statute, rule, regulation, order, injunction, writ the Companies or decree of any public body or authority by which the Company or any Subsidiaries are subject, except for Permitted Encumbrances and, in the case of its assets or properties is bound, excluding from the foregoing clause (y) conflictsii), violationsany such Violations that, 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 herebyEffect.

Governmental Filings; No Conflicts. (a) Except for (i) filings required under by the applicable requirements of the Securities Exchange Act of 1934, as amendedamended (the "EXCHANGE ACT"), and the rules and regulations promulgated thereunder Securities Act of 1933, as amended (the "Exchange ActSECURITIES ACT"), (ii) the filing and recordation of appropriate merger documents Share Exchange documents, including Articles of Share Exchange, as required by the NYBCL North Carolina Corporation Law and, if applicable, the laws of other states in which the Company is qualified to do business, (iii) filingsfiling of Articles of Amendment with the Secretary of State of the State of North Carolina with respect to the Charter Amendment, if any, (iv) filings under securities or blue sky laws or takeover statutesstatutes of the various states, (ivv) filings required to fulfill the delisting requirements of be made with the New York Stock Exchange, Exchange (v"NYSE") regulatory filings relating to the operation of the Company's business, and (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 regulationsjurisdiction, 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 havewould, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on materially adversely affect the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither . (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter and assuming compliance with the matters referred to in Section 3.4(a) above and receipt of shareholder approval referred to in Section 3.7 below, none of the execution and delivery of this Agreement nor Agreement, the consummation of the transactions contemplated hereby nor hereby, or compliance by the Company with any of the provisions hereof hereof, will (xi) conflict with or result in any violation of any provision of the Certificate Articles of Incorporation of the Company or By-Laws Bylaws of the Company, as (ii) result in effect on the date hereofa violation or breach of, or constitute a default (yor give rise to any right of termination, cancellation or acceleration) assuming under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the truth Company or any Company Subsidiary is a party or by which any 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, them or any or their properties or assets is bound or (iii) violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which the Company or any Company Subsidiary or any of its their respective assets or properties is bound, excluding from the foregoing clause clauses (yii) conflicts, and (iii) violations, breaches breaches, rights or defaults whichwhich would not, either individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on materially adversely affect the Company's ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Governmental Filings; No Conflicts. Except for (i) filings required Other than the reports, filings, registrations, consents, approvals, permits, authorizations and/or notices (A) under the Securities Exchange 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”), (C) with or to the Federal Communications Commission (the “FCC”) pursuant to the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the "Exchange “Communications Act"”), or (iiD) pursuant to any applicable state or territorial public utility Laws and rules, regulations and orders of any state or territorial public utility commissions (“PUCs”) or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses, in respect of the filing and recordation jurisdictions set forth on Schedule 3.2(d) of appropriate merger documents as the Seller Disclosure Letter, no notices, reports or other filings are required to be made or effected by the NYBCL andSeller, if applicableGlobal, Holding, the laws of other states in which Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller, Global, Holding, the Company is qualified to do businessor its Subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body or other governmental entity (iii“Governmental Entity”) 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 the execution and delivery of this Agreement by Seller or other taxes in any applicable jurisdiction and (vii) filings under applicable alcohol and beverage laws and regulationsthe performance of its obligations hereunder, 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, except those that the failure to make make, effect, or obtain which would havenot, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby. Neither the Effect. (ii) The execution and delivery of this Agreement nor by Seller, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transaction will (x) conflict with not constitute or result in any (A) a breach or violation of any provision of of, or a default under, the Certificate of Incorporation Organizational Documents 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 of its Subsidiaries; (B) a breach or authority by which violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, the change of any rights of the Company or any of its Subsidiaries under, or the creation of an Encumbrance (other than an Encumbrance set forth in clauses (i) through (iv) of the definition of Permitted Encumbrance) on, any of the assets of the Company or properties is boundany of its Subsidiaries (with or without notice, excluding from the foregoing clause (ylapse of time or both) conflictspursuant to, 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.any contract; or

Governmental Filings; No Conflicts. Except for (a) Other than (i) filings required under applicable requirements of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder (the "Exchange Act")blue sky laws, (ii) the filing and recordation of appropriate merger documents the Certificate of Merger as required by the NYBCL andDGCL, if applicable, the laws of other states in which the Company is qualified to do business, and (iii) filingsthe failure to obtain such consents, if anyapprovals, under securities authorizations or blue sky laws permits, or takeover statutesto make such filings or notifications, (iv) filings to fulfill the delisting requirements which would not prevent or delay consummation of the New York Stock ExchangeMerger, (v) regulatory or otherwise prevent or delay the Buyer or Newco from performing its obligations under this Agreement, no notices, reports or other filings relating are required to be made with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the operation of the Company's businessBuyer or Newco from, (vi) filings any Governmental Entity 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 and the other Buyer Transaction Agreements by the Buyer or Newco and the consummation by the Buyer or Newco of the Merger and the other 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 Merger and the other transactions contemplated hereby nor compliance by 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, the Company Buyer’s or Newco’s certificate of incorporation or bylaws or, (ii) a breach or violation of any Law to which the Buyer or Newco 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 the Buyer’s or Newco’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 provisions hereof will (x) conflict with properties or result in any violation of any provision assets of the Certificate of Incorporation of Buyer or Newco 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 the Company Buyer or By-Laws of the Company, as in effect on the date hereof, Newco is a party 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 Buyer or Newco or any of its assets or their respective properties is boundbound or affected except, excluding from in the foregoing clause case of clauses (yii) and (iii), for such conflicts, breaches, violations, breaches defaults, impairments or defaults which, either individually or in the aggregate, alterations that would not have a Material Adverse Effect prevent or a material adverse effect on delay consummation of the Company's ability to consummate Merger, or otherwise prevent or delay the transactions contemplated herebyBuyer or Newco from performing its obligations under this Agreement.

Governmental Filings; No Conflicts. Except for (i) filings required Other than the reports, filings, registrations, consents, approvals, permits, waivers, petitions for declaratory ruling, authorizations and/or notices (A) under the Securities Exchange Act HSR Act, (B) with, by, from or to the FCC pursuant to the Communications Act, (C) pursuant to any applicable state or territorial public utility Laws and rules, regulations and orders of 1934any PUCs or similar foreign public utility Laws and rules, as amendedregulations and orders of any regulatory bodies regulating telecommunications businesses, in respect of the jurisdictions set forth on Schedule 3.2(d) of the TMUS Disclosure Letter, or (D) required with respect to the Committee on Foreign Investment in the United States under 31 C.F.R Part 800, no material notices, reports or other filings are required to be made or effected by TMUS or its Subsidiaries with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by TMUS or its Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement by TMUS, the rules and regulations promulgated thereunder (performance of its obligations hereunder or the "Exchange Act"), consummation of the Transaction. (ii) the filing The execution and recordation delivery of appropriate merger documents as required this Agreement by the NYBCL and, if applicableTMUS, the laws performance of other states its obligations hereunder and the consummation of the Transaction will not constitute or result in which (A) a breach or violation of, or a default under, the Company is qualified to do businessOrganizational Documents of TMUS or of any of its Subsidiaries, (iiiB) filingsa breach or violation of, if anya termination (or right of termination) or default under, under securities the creation or blue sky laws acceleration of any obligations under, the change of any rights of TMUS or takeover statutesany of its Subsidiaries under, or the creation of an Encumbrance (ivother than a TMUS Permitted Encumbrance) filings to fulfill the delisting requirements on, any of the New York Stock Exchangeassets of TMUS or any of its Subsidiaries (with or without notice, (vlapse of time or both) regulatory filings relating pursuant to the operation of the Company's businessany agreement, (vi) filings in connection with any applicable transfer lease, license, contract, note, mortgage, credit agreement, security agreement, indenture, arrangement or other taxes in obligation binding upon TMUS or any applicable jurisdiction and of its Subsidiaries, or (viiC) filings under applicable alcohol and beverage laws and regulations, no filing conflict with, and no permitbreach or violate any Law applicable to TMUS or any of its Subsidiaries or by which its or by which any of its properties are bound or affected, authorizationexcept, consent in the case of clause (B) or approval of(C) above, for any public body such breach, violation, termination, default, creation, acceleration or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which change that would havenot, individually or in the aggregate, reasonably be likely to have a TMUS 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 herebyEffect.