No Approvals or Notices Required. The execution and delivery by Liberty of this Agreement do not and the performance by Liberty of its obligations hereunder and the consummation of the transactions contemplated hereby will not:
(i) conflict with or violate the certificate of incorporation or bylaws of Parent or Liberty as in effect on the date hereof;
(ii) require any consent, approval, order or authorization of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to Liberty, except (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the Xxxx-Xxxxx Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (G) any other filings the absence of which would not, individually or in the aggregate, result in a Parent Material Adverse Effect;
(iii) conflict with or result in any Violation of, any Contract to which Liberty or any Liberty Affiliate is a party, other than any Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect; or
(iv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of any law, rule, regulation, order, judgment or decree applicable to Liberty, other than any such Violations that would not, individually or in the aggregate, result in a Liberty Material A...
No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company, or (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person").
No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to Purchaser, or (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person.
No Approvals or Notices Required. NO CONFLICT WITH INSTRUMENTS The execution and delivery by the Company of this Agreement do not, and the performance by the Company of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby will not:
(a) assuming approval and adoption of the Merger Proposal and Recapitalization Proposal by the Company's stockholders as contemplated by Section 4.16, conflict with or violate the Company Charter or Company Bylaws;
(b) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing") on the part of the Company, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "Local Approvals"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (v) the filing with the Commission of (A) the Joint Prxxx Xxxxxxent/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections 13(a), 13(d), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (vi) such other Governmental Consents and Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect;
(c) except as described on Section 4.5(c) of the Company Disclosure Letter and except for the approval of the Note Cancellation by the holders of Company Notes, require any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company ...
No Approvals or Notices Required. No Conflict with Instruments to which Christiana is a Party. The execution and delivery of this Agreement and the Other Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Christiana, Logistic, C2 or any of their subsidiaries under, any provision of (i) the Christiana Certificate or bylaws of Christiana, the Certificate of Organization or operating agreement of Logistic or the Articles of Incorporation or bylaws of C2, or any provision of the comparable organizational documents of its subsidiaries, (ii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Christiana or its properties or assets, (iii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Logistic or any other Christiana Subsidiary, or their respective properties or assets and (iv) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Christiana, Logistic or C2 or any of their subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Christiana MAE. No consent, approval, order or authorization of, xx xxxxstration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to Christiana, Logistic or C2 or any of their subsidiaries in connecti...
No Approvals or Notices Required. No Conflict with Instruments. -------------------------------------------------------------- The execution, delivery and performance by such party of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of, the charter or bylaws of such party, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its assets are bound, or any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over it or its properties.
No Approvals or Notices Required. No Conflicts The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company, and the consummation of the transactions contemplated hereby and thereby, will not (a) require any consent, approval or authorization of, or declaration, filing or registration with, any Person that has not been obtained or made at or prior to the Closing, (b) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (c) result in the creation of any lien or encumbrance upon the Shares or other securities of the Company or (d) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of the Company.
No Approvals or Notices Required. The execution, delivery, and performance of this Agreement by ADI and DLB and the consummation by ADI and DLB of the transactions contemplated by this Agreement will not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice by ADI or DLB under any provision of law applicable to ADI or DLB except for filings required by the HSR Act, if applicable, and filings on Schedules 13D and 14D-1 of the Exchange Act.
No Approvals or Notices Required. The execution, delivery, and performance of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated by this Agreement will not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing, or notice by the Stockholder under any provision of law applicable to the Stockholder except for any filings required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), if applicable, and filings on Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
No Approvals or Notices Required. NO CONFLICT WITH INSTRUMENTS. Except as disclosed on SCHEDULE 3.3, the execution, delivery and performance of this Agreement by Purchasers and the consummation by them of the transactions contemplated hereby (i) will not violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice under any provision of any law, rule or regulation, court order, judgment or decree applicable to Purchasers, and (ii) will not conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of Purchasers, under the charter or bylaws of Purchasers or any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which any of Purchasers is a party or by which any of Purchasers or any of their assets or properties is bound.
