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 Offer and Merger will not: (i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the Company; (ii) 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"), in each case on the part of the Company or any Subsidiary of the Company, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; (iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the Company, 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), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; (iv) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; or (v) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 3 contracts
Samples: Merger Agreement (Liberty Media Corp /De/), Merger Agreement (On Command Corp), Merger Agreement (Ascent Entertainment Group Inc)
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company LMI of this Agreement do not, and the performance by the Company LMI of its obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15LMI Stockholder Approval is obtained, conflict with or violate the Company LMI Charter or Company Bylaws LMI’s Bylaws, or the charter or bylaws of any corporate Significant LMI Subsidiary, or any other instrument or document governing any Significant LMI Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the Companythat is not a corporation;
(ii) require any consent, approval, order Government Consent 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"), in each case Filing on the part of the Company or with respect to LMI or any Subsidiary of the CompanyLMI, except for (A) the filing with the SEC 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 businessRegistration Statement, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 13E-3 and the Joint Proxy Statement Statement/Prospectus and (2) such reports under Section Sections 12(g), 13(a), 13(d), 14(c), 15(d) or and 16(a) of the Exchange Act as may be required in connection with this Agreement or and the transactions contemplated hereby hereby, (B) the filing of the LMI Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities or other states in which LMI is qualified to do business, (EC) appropriate filings with and consents or approvals of the Federal Communications Commission and the Puerto Rico Telecommunications Regulatory Board, or (D) such other Governmental Government Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a LMI Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, require on the part of the Company LMI or any Subsidiary of the Company, LMI any consent by Contract Consent or approval or authorization of (a "Contract Consent") or notice Notice to (a "Contract Notice") any other Person (other than a Governmental Entity), whether under any License or other ContractContract or otherwise, except for where the failure to obtain such Contract Consents and Consent or to give such Contract Notices the absence or omission of which Notice will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a LMI Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMergers;
(iv) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration Violation of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature Contract to which the Company LMI or any Subsidiary of the Company LMI is a party, by which the Company, LMI or any Subsidiary of the Company LMI or any of their respective assets or properties is bound or affected or pursuant to which the Company LMI or any Subsidiary of the Company LMI is entitled to any rights or benefits (including the any Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a LMI Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(v) assuming adoption of this Agreement at the LMI Special Meeting by the requisite vote of LMI’s stockholders, and assuming that the Governmental Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 6.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or LMI, any Subsidiary of the Company LMI or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a LMI Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignEffect.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Media International Inc), Merger Agreement (Liberty Media International Inc)
No Approvals or Notices Required; No Conflict with Instruments. The Except as set forth on Schedule 4.5, 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 Offer and Merger transactions contemplated hereby will not:
(i) assuming approval adoption of this Agreement at the Special Meeting by the requisite vote of the Company's stockholders as contemplated by Section 4.15stockholders, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary of the Company Company, or the partnership agreement of any partnership other instrument or document governing any Subsidiary of the CompanyCompany that is not a corporation or partnership;
(ii) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Government Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to the Company or Company, any Subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate, except for (A) the filing with the SEC of the Registration Statement and the Proxy Statement and 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, (B) the filing of the Certificate of Merger with the Delaware 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, (BC) the Governmental such Government Consents and Governmental Filings with federal, foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings as may be required to be made pursuant with respect to the pre-merger notification requirements Licenses held by the Company, any of its Subsidiaries or, to the knowledge of the Hart-Xxxxx XxxCompany, any of the Company Equity Affiliates or as may otherwise be required under laws applicable to the conduct of the businesses of the Company and its Subsidiaries in the ordinary course, all of which are listed on Schedule 4.5, (D) the filing Governmental Filings to be made on the part of or with the Commission respect to Parent and Merger Sub referred to in clause (ii) of Section 5.5, (1) the Schedule 14D-9 and the Proxy Statement and (2E) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act Government Consents and Governmental Filings as may be required in connection with this Agreement or the transactions contemplated hereby issuance of the Parent Series A Stock to be covered by the Registration Statement pursuant to state securities and blue sky laws, and (EF) such other Governmental Government Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Company Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iii) except as set forth on Section 4.5 assuming adoption of this Agreement at the Special Meeting by the requisite vote of the Company Disclosure ScheduleCompany's stockholders, require, on the part of the Company or Company, any Subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate, 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 ContractContract or otherwise, except for (A) as set forth on Schedule 4.5 and (B) such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Company Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iv) assuming that the Contract Consents and Contract Notices described on Section Schedule 4.5 of the Company Disclosure Schedule are obtained and givengiven and that any Government Consents and Governmental Filings required under any Licenses are obtained or made, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, by or the impairment, loss or forfeiture of any material benefit, rights or privileges under, under or the creation of a Lien Lien, Restriction or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" contract (which term shall mean and include including any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature (each, a "Contract")) to which the Company or Company, any Subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate is a party, by which the Company, any Subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate or any of their respective assets or properties is bound or affected or pursuant to which the Company or Company, any Subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Company Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger; or
(v) assuming adoption of this Agreement at the Special Meeting by the requisite vote of the Company's stockholders and assuming that the Governmental Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or Company, any Subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate, or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Company Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignMerger.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Satellite & Technology Inc), Merger Agreement (On Command Corp)
No Approvals or Notices Required; No Conflict with Instruments. The Except as set forth in Section 5.5 of the UGC Disclosure Letter, the execution and delivery by the Company UGC of this Agreement do not, and the performance by the Company UGC of its obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15UGC Stockholder Approval is obtained, conflict with or violate the Company UGC Charter or Company Bylaws UGC’s Bylaws, or the charter or bylaws of any corporate Significant UGC Subsidiary, or any other instrument or document governing any Significant UGC Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the Companythat is not a corporation;
(ii) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental “Government Consent"”) or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "“Governmental Filing"”), in each case on the part of the Company or with respect to UGC or any Subsidiary of the CompanyUGC, except for (A) the filing with the SEC 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 businessRegistration Statement, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 13E-3 and the Joint Proxy Statement Statement/Prospectus and (2) such reports under Section Sections 13(a), 13(d), 14(c), 15(d) or and 16(a) of the Exchange Act as may be required in connection with this Agreement or and the transactions contemplated hereby hereby, (B) the filing of the UGC Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which UGC is qualified to do business, (C) such Government Consents and Governmental Filings as will have been obtained or made prior to the Effective Time and (ED) such other Governmental Government Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a UGC Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iii) except as set forth on Section 4.5 of assuming the Company Disclosure ScheduleUGC Stockholder Approval is obtained, require, on the part of the Company UGC or any Subsidiary of the CompanyUGC, 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 ContractContract or otherwise, except for where the failure to obtain such Contract Consents and Consent or to give such Contract Notices the absence or omission of which Notice will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a UGC Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iv) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a “put” or “call” right or a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, by or the impairment, loss or forfeiture of any material benefit, rights or privileges under, under or the creation of a Lien Lien, Restriction or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation cancellation, suspension, modification or acceleration, loss or creation, a "“Violation"), ”) any "Contract" contract (which term shall mean and include including any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature (each, a “Contract”)) to which the Company UGC or any Subsidiary of the Company UGC is a party, by which the Company, UGC or any Subsidiary of the Company UGC or any of their respective assets or properties is bound or affected or pursuant to which the Company UGC or any Subsidiary of the Company UGC is entitled to any rights or benefits (including the any Licenses)), except for such Violations (other than Violations in respect of the UGC Indenture) which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a UGC Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(v) assuming the UGC Stockholder Approval is obtained and assuming that the Governmental Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 5.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or UGC, any Subsidiary of the Company UGC or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a UGC Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignEffect.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Media International Inc), Merger Agreement (Liberty Media International Inc)
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Parent and Merger Sub of this Agreement do not, and the performance by the Company Parent and Merger Sub of its their obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Parent Charter or Company Parent's Bylaws or the charter Certificate of Incorporation or bylaws Bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyMerger Sub;
(ii) require any consent, approval, order Government Consent 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"), in each case Filing on the part of the Company or with respect to Parent, Merger Sub or any Subsidiary of the CompanyParent, except for (A) the filing with the SEC 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Registration Statement and (2) such reports under Section Sections 12(g), 13(a), 13(d), 14(c), 15(d) or and 16(a) of the Exchange Act as may be required in connection with this Agreement or and the transactions contemplated hereby hereby, (B) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company or Merger Sub is qualified to do business, (C) the Local Approvals, (D) such Government Consents and Governmental Filings as may be required in connection with the issuance of the Parent Series A Stock to be covered by the Registration Statement pursuant to state securities and blue sky laws, (E) the Governmental Filings to be made on the part of or with respect to the Company and its Subsidiaries referred to in clause (ii) of Section 4.5 or in Schedule 4.5, and (F) such other Governmental Government Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Parent Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, require on the part of the Company Parent, Merger Sub or any other Subsidiary of the CompanyParent, any consent by Contract Consent or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Parent Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iv) assuming that the Contract any Government Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule Governmental Filings required under any Licenses are obtained and givenor made, conflict with or result in a Violation by Parent, Merger Sub or any violation or breach other Subsidiary of or default (with or without notice or lapse Parent of timeany Contract to which Parent, Merger Sub, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company Parent is a party, by which the CompanyParent, Merger Sub or any other Subsidiary of the Company Parent or any of their respective assets or properties is bound or affected or pursuant to which the Company Parent, Merger Sub or any other Subsidiary of the Company Parent is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Parent Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger; or
(v) assuming that this Agreement is adopted by the Governmental Company's stockholders as required by the DGCL and the Company Charter and Bylaws, and that the Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 5.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company Parent, Merger Sub or any other Subsidiary of the Company Parent or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Parent Material Adverse Effect on or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignMerger.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Satellite & Technology Inc), Merger Agreement (On Command Corp)
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company TCI and Merger Sub of this Agreement do not, and the performance by the Company TCI and Merger Sub of its their obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company TCI Charter or Company TCI's Bylaws or the charter Certificate of Incorporation or bylaws Bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyMerger Sub;
(ii) require any consent, approval, order Government Consent 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"), in each case Filing on the part of or with respect to TCI, any subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the CompanyTCI Equity Affiliate, except for (A) the filing with the SEC 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Registration Statement and (2) such reports under Section Sections 12(g), 13(a), 13(d), 14(c), 15(d) or and 16(a) of the Exchange Act as may be required in connection with this Agreement or and the transactions contemplated hereby hereby, (B) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company or Merger Sub is qualified to do business, (C) the Local Approvals, (D) such Government Consents and Governmental Filings as may be required in connection with the issuance of the LMG Series A Stock covered by the Registration Statement pursuant to state securities and blue sky laws, (E) the Governmental Filings to be made on the part of or with respect to the Company referred to in clause (ii) of Section 4.5, and (F) such other Governmental Government Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, require on the part of the Company or any Subsidiary of the CompanyTCI, any consent by subsidiary of TCI or, to the knowledge of TCI, any TCI Equity Affiliate, any Contract Consent or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iv) assuming that the Contract any Government Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule Governmental Filings required under any Licenses are obtained and givenor made, conflict with or result in a Violation by TCI, Merger Sub or any violation or breach other subsidiary of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration TCI of any obligation or any increase in any payment required byContract to which TCI, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation")Merger Sub, any "Contract" (which term shall mean and include other subsidiary of TCI or, to the knowledge of TCI, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company TCI Equity Affiliate is a party, by which the CompanyTCI, Merger Sub, any Subsidiary other subsidiary of TCI or, to the Company knowledge of TCI, any TCI Equity Affiliate or any of their respective assets or properties is bound or affected or pursuant to which TCI, Merger Sub, any other subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the Company TCI Equity Affiliate is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger; or
(v) assuming that this Agreement is adopted by the Governmental Company's stockholders as required by the DGCL and the Company Charter and Bylaws, and that the Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 5.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to TCI, Merger Sub, any other subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the Company TCI Equity Affiliate or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignMerger.
Appears in 1 contract
Samples: Merger Agreement (Tele Communications International Inc)
No Approvals or Notices Required; No Conflict with Instruments. The Except as set forth on Schedule 4.5, 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 Offer and Merger transactions contemplated hereby will not:
(i) assuming approval adoption of this Agreement at the Special Meeting by the requisite vote of the Company's stockholders as contemplated by Section 4.15stockholders, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary subsidiary of the Company Company, or the partnership agreement of any partnership Subsidiary subsidiary of the Company, or any other instrument or document governing any subsidiary of the Company that is not a corporation or partnership;
(ii) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Government Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to the Company, any subsidiary of the Company or any Subsidiary or, to the knowledge of the Company, any Company Equity Affiliate, except for (A) the filing with the SEC of the Registration Statement and 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, (B) the filing of the Certificate of Merger with the Delaware 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, (BC) the Governmental such Government Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings as may be required to be made pursuant with respect to the pre-merger notification requirements Licenses held by the Company, any of its subsidiaries or, to the knowledge of the Hart-Xxxxx XxxCompany, any of the Company Equity Affiliates or as may otherwise be required under laws applicable to the conduct of the businesses of the Company and its subsidiaries in the ordinary course, (D) the filing Governmental Filings to be made on the part of or with the Commission respect to TCI and Merger Sub referred to in clause (ii) of Section 5.5, (1) the Schedule 14D-9 and the Proxy Statement and (2E) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act Government Consents and Governmental Filings as may be required in connection with this Agreement or the transactions contemplated hereby issuance of the LMG Series A Stock to be covered by the Registration Statement pursuant to state securities and blue sky laws, and (EF) such other Governmental Government Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or prevent or materially delay the Surviving Entity and its Subsidiaries taken as a wholeconsummation of the Merger;
(iii) except as set forth on Section 4.5 assuming adoption of this Agreement at the Special Meeting by the requisite vote of the Company Disclosure ScheduleCompany's stockholders, require, on the part of the Company, any subsidiary of the Company or any Subsidiary or, to the knowledge of the Company, any Company Equity Affiliate, 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 ContractContract or otherwise, except for (A) as set forth on Schedule 4.5 and (B) such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or prevent or materially delay the Surviving Entity and its Subsidiaries taken as a wholeconsummation of the Merger;
(iv) assuming that the Contract Consents and Contract Notices described on Section Schedule 4.5 of the Company Disclosure Schedule are obtained and givengiven and that any Government Consents and Governmental Filings required under any Licenses are obtained or made, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or or, subject to Section 4.5(v), acceleration of any obligation or any increase in any payment required by, by or the impairment, loss or forfeiture of any material benefit, rights or privileges under, under or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" contract (which term shall mean and include including any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature (each, a "Contract")) to which the Company or Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate is a party, by which the Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate or any of their respective assets or properties is bound or affected or pursuant to which the Company or Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate is entitled to any rights or benefits (including the Licenses)), except for (A) as set forth on Schedule 4.5 and (B) such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger;
(v) require any approval, consent or authorization from the holders of the Company Debentures. The Merger will result in a "Change of Control" under the terms of the Company Debentures, and its Subsidiaries taken as a holders of such debentures will have the right to tender the same, in whole or in part, to the Surviving Entity Company for a purchase price of 100% of principal amount, plus accrued but unpaid interest, within the time periods and its Subsidiaries taken as a wholesubject to the requirements of the Indenture for the Company Debentures; or
(vvi) assuming adoption of this Agreement at the Special Meeting by the requisite vote of the Company's stockholders and assuming that the Governmental Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate, or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or prevent or materially delay the Surviving Entity and its Subsidiaries taken as a whole. As used herein, consummation of the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignMerger.
Appears in 1 contract
Samples: Merger Agreement (Tele Communications International Inc)
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 Offer Merger and Merger the other transactions contemplated hereby, will not:
(ia) assuming approval and adoption of the Merger Proposal by the Company's ’s stockholders as contemplated by Section 4.154.16, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary Bylaws;
(b) except as set forth on Section 4.5(b) of the Company or the partnership agreement of any partnership Subsidiary of the Company;
(ii) Disclosure Schedule, 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"”), in each case on the part of the Company or any Subsidiary of the Company, except for (A) 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 any other states state in which the Company is qualified to do business, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (DC) the filing with the Commission of (1) the Schedule 14D-9 any preliminary proxy statement and the Proxy Statement as contemplated by Section 3.2(a) and (2) such reports under Section Sections 13(a), 13(d), 14(c), 15(d) or 16(a15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (ED) such other Governmental Consents and Government Governmental Filings the absence or omission of which will would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the Transactions or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iiic) except as set forth on Section 4.5 4.5(c) of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the Company, 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 Contract or other Contractotherwise, except for such Contract Consents and Contract Notices the absence or omission of which will would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the Transactions or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(ivd) assuming that the Contract Consents and Contract Notices described on in Section 4.5 4.5(c) of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or Restriction, other encumbrance than Permitted Encumbrances, on any properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "“Violation"”), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature Contract to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective its assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)), except for such Violations which that would not, individually or in the aggregate, reasonably be reasonably likely expected to have a material adverse effect on the transactions contemplated hereby or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(ve) assuming approval and adoption of the Merger Proposal by the Company’s stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (iib) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company Company, or by which any of their respective its properties or assets are bound, except for such Violations which that would not, individually or in the aggregate, reasonably be reasonably likely expected to have a material adverse effect on the transactions contemplated hereby or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignEffect.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Parent and Merger Sub of this Agreement do not, and the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and the consummation by the Company Parent and Merger Sub of the Offer Merger and Merger the other transactions contemplated hereby, will not:
(ia) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Bylaws or the charter certificate of incorporation or bylaws of any corporate Subsidiary of the Company Parent or the partnership agreement certificate of any partnership Subsidiary incorporation or bylaws of the CompanyMerger Sub;
(iib) require any consent, approval, order Governmental Consent 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"), in each case on the part of the Company Parent or any Subsidiary of the CompanyParent, except for (Ai) 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 businessDelaware, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (Cii) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (Diii) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports and other documents under Section Sections 13(a), 13(d), 14(c), 15(d) or 16(a15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (Eiv) such other Governmental Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iiic) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company Parent or any Subsidiary of the CompanyParent, any consent by Contract Consent by, or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") Notice to, any other Person (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(ivd) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration any Violation of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature Contract to which the Company Parent or any Subsidiary of the Company Parent is a party, by which the CompanyParent, any Subsidiary of the Company Parent or any of their respective assets or properties is bound or affected or pursuant to which the Company Parent or any Subsidiary of the Company Parent is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would that will not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(ve) assuming that the Governmental Consents and Governmental Filings specified in clause (iib) of this Section 4.5 5.3 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company Parent or any Subsidiary of the Company Parent or by which any of their respective properties or assets are bound, except for such Violations which would that will not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignEffect.
Appears in 1 contract
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 Silver King of its obligations hereunder under this Agreement in connection with such Exchange and the consummation by the Company of the Offer and Merger transactions contemplated by such Exchange, including the issuance of the Silver King Exchange Shares in such Exchange, will not:
(ia) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Silver King Charter or Company the Silver King Bylaws or the charter or bylaws of the Surviving Corporation or any corporate Subsidiary other subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanySilver King, in each case as amended to date;
(iib) require any consent, approval, order or authorization of or other action by any court, administrative agency or commission or other governmental authority or instrumentality, foreign, United States federal, state or local (each such entity a "Governmental Entity (Entity" and each such action a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to Silver King or the Company Surviving Corporation or any Subsidiary other subsidiary of the CompanySilver King, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver King and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole;
(iiic) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of Silver King or the Company Surviving Corporation or any Subsidiary other subsidiary of the CompanySilver King, any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person person or entity (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver King and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole;
(ivd) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and givenconflict with, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, benefit under or the creation of a Lien any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature nature) to which Silver King or the Company Surviving Corporation or any Subsidiary other subsidiary of the Company Silver King is a party, by which Silver King, the Company, Surviving Corporation or any Subsidiary other subsidiary of the Company Silver King or any of their respective assets or properties is bound or affected or pursuant to which Silver King or the Company Surviving Corporation or any Subsidiary other subsidiary of the Company Silver King is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver King and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole; or
(ve) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Silver King or the Company Surviving Corporation or any Subsidiary other subsidiary of the Company Silver King or by which any of their respective properties or assets are bound, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignhereby.
Appears in 1 contract
Samples: Exchange Agreement (HSN Inc)
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 Offer Merger and Merger the other transactions contemplated hereby will not:
(ia) assuming approval and adoption of the Merger Proposal by the Company's stockholders as contemplated by Section 4.154.16, conflict with or violate the Company Charter or Company Bylaws or the charter charter, bylaws or bylaws similar organizational documents of any corporate Subsidiary of the Company Company, or to the partnership agreement knowledge of the Company, any partnership Subsidiary Equity Affiliate of the Company;
(iib) 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"), in each case on the part of the Company or any Subsidiary of the Company, or to the knowledge of the Company, any Equity Affiliate of the Company, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth Governmental Entities described on Section 4.5 4.5(b) of the Company Disclosure Schedule Letter (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (D) the filing with the Commission of (1) the Schedule 14D-9 Company Preliminary Proxy Statement and the Company Proxy Statement as contemplated by Section 3.2(b) and (2) such reports under Section Sections 13(a), 13(d), 14(c), 15(d) or 16(a15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iiic) except as set forth described on Section 4.5 4.5(c) of the Company Disclosure ScheduleLetter, require, on the part of the Company or any Subsidiary of the Company, or to the knowledge of the Company, any Equity Affiliate of the Company, 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 ContractContract 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 material adverse effect on the Transactions or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(ivd) assuming that the Contract Consents and Contract Notices described on in Section 4.5 4.5(c) of the Company Disclosure Schedule Letter are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance Restriction on any properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature Contract to which the Company or any Subsidiary of the Company Company, or to the knowledge of the Company, any Equity Affiliate of the Company, is a party, by which the Company, any Subsidiary of the Company Company, or to the knowledge of the Company, any Equity Affiliate of the Company, or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company Company, or to the knowledge of the Company, any Equity Affiliate of the Company, is entitled to any rights or benefits (including the Licenses)), except for such Violations which would that will not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(ve) assuming approval and adoption of the Merger Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (iib) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company Company, or to the knowledge of the Company, any Equity Affiliate of the Company, or by which any of their respective properties or assets are bound, except for such Violations which would that will not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignEffect.
Appears in 1 contract
Samples: Merger Agreement (Actv Inc /De/)
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Silver Co. of this Agreement do not, and the performance by the Company Silver Co. of its obligations hereunder and the consummation by the Company of the Offer and transactions contemplated hereby, including the issuance of the Merger Consideration Shares, will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Silver Co. Charter or Company the Silver Co. Bylaws or the charter or bylaws of any corporate Subsidiary subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanySilver Co., in each case as amended to date;
(ii) require any consent, approval, order or authorization of or other action by any court, administrative agency or commission or other governmental authority or instrumentality, foreign, United States federal, state or local (each such entity a "Governmental Entity (Entity" and each such action a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to Silver Co., the Company absence or any Subsidiary omission of which would, either individually or in the Companyaggregate, have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Silver Co., except for (A) the filing of the Certificate of Merger with the Delaware 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 businessState, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 filing of the Company Disclosure Schedule (Articles of Merger with the "Local Approvals")Colorado Secretary of State, and (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx XxxXxxxx-Xxxxxx Antitrust Improvements Act of 1976, (D) the filing with the Commission of (1) the Schedule 14D-9 as amended, and the Proxy Statement rules and regulations thereunder (2the "HSR Act") such reports and the expiration or termination of any applicable waiting period with respect to the Merger under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeHSR Act;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the CompanySilver Co., any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person person or entity (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole business, assets, results of operations or the Surviving Entity and its Subsidiaries taken as a wholefinancial condition of Silver Co.;
(iv) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and givenconflict with, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, benefit under or the creation of a Lien any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature nature) to which the Company or any Subsidiary of the Company Silver Co. is a party, by which the Company, any Subsidiary of the Company Silver Co. or any of their respective its assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company Silver Co. is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole business, assets, results of operations or the Surviving Entity and its Subsidiaries taken as a wholefinancial condition of Silver Co.; or
(v) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 2.5 are obtained, made and givengiven (and any related waiting period is terminated or otherwise expires), result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company Silver Co. or by which any of their respective its properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Silver of this Agreement do not, and the performance by the Company Silver of its obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby including the issuance of the Silver Shares will not:
(i) assuming approval by the Company's stockholders Silver Charter Amendment is approved and is filed and becomes effective as contemplated by in Section 4.154.1, conflict with or violate the Company Charter Silver Charter, as so amended, or Company the Silver Bylaws or the charter or bylaws of any corporate Subsidiary subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanySilver, in each case as amended to date;
(ii) require any consent, approval, order or authorization of or other action by any court, administrative agency or commission or other governmental authority or instrumentality, foreign, United States federal, state or local (each such entity a "Governmental Entity (Entity" and each such action a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of the Company or with respect to Silver or any Subsidiary subsidiary of the CompanySilver, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole, except for (A) the filing of the Silver Charter Amendment with the Delaware Secretary of State (as contemplated by Section 4.1), (B) the filing with the Securities and Exchange Commission (the "SEC") of the Proxy Statement (as defined in Section 4.2) required in connection with this Agreement and the transactions contemplated hereby and (C) the Governmental Filings required pursuant to the pre-merger notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and the expiration or termination of any applicable waiting period with respect to the Exchange under the HSR Act;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company Silver or any Subsidiary subsidiary of the CompanySilver, any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person person or entity (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole, other than the approval by the Silver stockholders of the Silver Charter Amendment pursuant to the DGCL and the issuance of the Silver Shares in accordance with the NASD Shareholder Approval Policy;
(iv) assuming that the Contract Consents and Contract Notices described except as set forth on Section 4.5 of the Company Disclosure Schedule are obtained and given2.5, conflict with or with, result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, benefit under or the creation of a Lien any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature nature) to which the Company Silver or any Subsidiary subsidiary of the Company Silver is a party, by which the CompanySilver, any Subsidiary subsidiary of the Company Silver or any of their respective assets or properties is bound or affected or pursuant to which the Company Silver or any Subsidiary subsidiary of the Company Silver is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole; or
(v) assuming that the Silver Charter Amendment has been approved and filed and become effective pursuant to the DGCL as contemplated in Section 4.1, that the Silver stockholders have approved the issuance of the Silver Shares in accordance with the NASD Shareholder Approval Policy, and that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 2.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company Silver or any Subsidiary subsidiary of the Company Silver or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
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 Offer Merger and Merger the transactions contemplated hereby (excluding any transactions contemplated hereby to occur after the Effective Time, other than the Cayman Continuation) will not:
(i) assuming approval of the Merger Proposal by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary of the Company or the partnership or other governing agreement of any partnership other Subsidiary of the Company;
(ii) require any consent, approval, order Governmental Consent 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"), in each case on the part of or with respect to the Company or any Subsidiary of the Company, except for (A) the filing of the Certificate of Merger with the Delaware 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 4.5(ii) of the Company Disclosure Schedule (the "Local Approvals"), (C) such Governmental Consents and Governmental Filings as may be required in connection with the issuance of the Merger Consideration as contemplated hereby pursuant to state securities and blue sky laws, (D) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (DE) the FCC Consents, (F) the filing with the Commission of (1) the Schedule 14D-9 preliminary proxy statement and the definitive Proxy Statement as contemplated by Section 3.2(a) and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement, the Voting Agreement or the transactions contemplated hereby or thereby, (G) with respect to the Cayman Continuation, appropriate filings with the Delaware Secretary of State and appropriate authorities in the Cayman Islands, and (EH) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, (I) have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as or (II) have a whole or the Surviving Entity and its Subsidiaries taken as a wholeTransaction Adverse Effect;
(iii) require any consent, approval, order or authorization of or other action by the FCC or any analogous state or local regulatory authority, or any registration, qualification or filing with or notice to the FCC or any such analogous state regulatory authority, in each case on the part of or with respect to Teligent, except as set forth on Section 4.5 for the FCC Consents with respect to FCC Licenses held by Teligent or its Subsidiaries and the consent or approval of such analogous state regulatory authorities with respect to the Company Disclosure Scheduletransfer of control in connection with the transactions contemplated hereby of any Licenses, authorization or permits issued by such state regulatory authorities and held by Teligent or its Subsidiaries;
(iv) require, on the part of the Company or any Subsidiary of the Company, 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), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as or a whole or the Surviving Entity and its Subsidiaries taken as a wholeTransaction Adverse Effect;
(ivv) assuming that the Contract Consents and Contract Notices described on Section 4.5 4.5(iv) of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" Contract (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as or a whole or the Surviving Entity and its Subsidiaries taken as a wholeTransaction Adverse Effect; or
(vvi) assuming that the Merger is so approved by the Company's stockholders and assuming that the Governmental Consents and Governmental Filings specified in clause clauses (ii) and (iii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as or a whole or the Surviving Entity and its Subsidiaries taken as a wholeTransaction Adverse Effect. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory administrative or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
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 Offer and Merger will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the Company;
(ii) 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"), in each case on the part of the Company or any Subsidiary of the Company, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the Company, 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), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;
(iv) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; or
(v) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company TCI of this Agreement do not, and the performance by the Company TCI of its obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i1) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company TCI Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyTCI's Bylaws;
(ii2) require any consent, approval, order Government Consent 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"), in each case Filing on the part of or with respect to TCI, any subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the CompanyTCI Equity Affiliate, except for (A) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (B) the filing of the Certificate of Merger with the Delaware 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, (BC) the Governmental Local Approvals, (D) such Government Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby issuance of the TCI Group Series A Stock in the Merger pursuant to state securities and blue sky laws, (E) the Governmental Filings to be made on the part of or with respect to the Company referred to in clause (ii) of Section 3.5, and (F) such other Governmental Government Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iii3) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, require on the part of the Company or any Subsidiary of the CompanyTCI, any consent by subsidiary of TCI or, to the knowledge of TCI, any TCI Equity Affiliate, any Contract Consent or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iv4) assuming that the Contract any Government Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule Governmental Filings required under any Licenses are obtained and givenor made, conflict with or result in a Violation by TCI or any violation or breach subsidiary of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration TCI of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant Contract to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation")which TCI, any "Contract" (which term shall mean and include subsidiary of TCI or, to the knowledge of TCI, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company TCI Equity Affiliate is a party, by which the CompanyTCI, any Subsidiary subsidiary of TCI or, to the Company knowledge of TCI, any TCI Equity Affiliate or any of their respective assets or properties is bound or affected or pursuant to which TCI, any subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the Company TCI Equity Affiliate is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger; or
(v5) assuming that the Governmental Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to TCI, any subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the Company TCI Equity Affiliate or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignMerger.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company each of Rockies Sub and Rockies House Sub of this Agreement do not, and the performance by the Company each of its Rockies Sub and Rockies House Sub of their respective obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Rockies Sub Charter, the Rockies House Sub Charter, the Rockies Sub Bylaws or the charter or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyRockies House Sub Bylaws;
(ii) require any consent, approval, order Governmental Consent 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"), in each case on the part of or with respect to each of Rockies Sub and any subsidiary of Rockies Sub, the Company absence or any Subsidiary omission of which would, either individually or in the Companyaggregate, have a material adverse effect on the transactions contemplated hereby, except for (A) the filing of the Certificate Articles of Merger with the Colorado 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 HSR Act and the Proxy Statement expiration or termination of any applicable waiting period with respect to the Merger under the HSR Act;
(iii) require, on the part of Rockies Sub, Rockies House Sub or House any stockholder approval that has not been obtained;
(iv) except for any required consent or waiver under the Second Amended and Restated Credit Agreement, dated as of August 30, 1994 (2as amended by the First Amendment thereto, dated as of March 29, 1995, and as further amended by the Second Amendment thereto, dated as of June 28, 1995 and by the Third Amendment thereto, dated as of September 28, 1995) such reports under Section 13(aamong House and certain of its subsidiaries, LTCB Trust Company as Agent, and the banks that are signatories thereto (the "House Credit Agreement"), 13(d)require, 14(c)on the part of Rockies Sub or any subsidiary of Rockies Sub any Contract Consent or Contract Notice, 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;
(v) except for any required consent or waiver under the House Credit Agreement, conflict with or result in any Violation of any Contract to which Rockies Sub or any subsidiary of Rockies Sub is a party, or by which Rockies Sub or any subsidiary of Rockies Sub, or any of their respective assets or properties is bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;transactions contemplated hereby; or
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the Company, 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), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;
(ivvi) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; or
(v) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 3.6 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company Rockies Sub or any Subsidiary subsidiary of the Company Rockies Sub or by which any of their respective properties or assets are bound, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignhereby.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Parent and Merger Sub of this Agreement do not, and the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and the consummation by the Company Parent and Merger Sub of the Offer Merger and Merger the other transactions contemplated hereby will not:
(ia) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter memorandum of association or Company Bylaws articles of association of Parent or the charter certificate of incorporation or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyMerger Sub;
(iib) except as disclosed in Section 5.4(b) of the Parent Disclosure Schedule, require any consent, approval, order Governmental Consent 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"), in each case on the part of the Company Parent or any Subsidiary of the CompanyParent, except for (Ai) 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 businessDelaware, (Bii) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth Governmental Entities described on Section 4.5 5.4(b) of the Company Parent Disclosure Schedule (the "Local Approvals")Schedule, (Ciii) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (Div) the filing with the Commission, and the effectiveness, of the Registration Statement as contemplated by Section 3.2(c), (v) the filing with the Commission of (1) the Schedule 14D-9 and the Parent Proxy Statement and (2) such reports and other documents under Section Sections 13(a), 13(d), 14(c), 15(d) or 16(a) 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (Evi) such other Governmental Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iiic) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company Parent or any Subsidiary of the CompanyParent, any consent by Contract Consent by, or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") Notice to, any other Person (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(ivd) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration any Violation of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature Contract to which the Company Parent or any Subsidiary of the Company Parent is a party, by which the CompanyParent, any Subsidiary of the Company Parent or any of their respective assets or properties is bound or affected or pursuant to which the Company Parent or any Subsidiary of the Company Parent is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would that will not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(ve) assuming that the Governmental Consents and Governmental Filings specified in clause (iib) of this Section 4.5 5.4 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company Parent or any Subsidiary of the Company Parent or by which any of their respective properties or assets are bound, except for such Violations which would that will not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Parent Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignEffect.
Appears in 1 contract
Samples: Merger Agreement (Actv Inc /De/)
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 Offer and Merger transactions contemplated hereby will not:
(i) assuming approval of the Merger by the requisite vote or consent of the Company's stockholders as contemplated by Section 4.15stockholders, conflict with or violate the Company Charter Restated Certificate of Incorporation or Company Bylaws or the charter or bylaws of any corporate Subsidiary by-laws of the Company or the partnership articles of organization or the operating agreement of any partnership Subsidiary of the CompanyGen Prop;
(ii) require any consent, approval, order or authorization of or other action by any Governmental Entity (as defined clause (v) of this Section 3.4) (a "Governmental Government Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to the Company or any Subsidiary of the CompanyGen Prop, except for (A) the filing of the Certificate an appropriate certificate of Merger merger with the Secretary New York Department 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, State; (B) the Governmental those Government Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals") with state and local governmental authorities required with respect to Licenses (as defined in Section 3.13(a), ) held by the Company and identified on Schedule 3.4; and (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxXxxxx-Xxxxxx Antitrust Improvement Act of 1976, (D) the filing with the Commission of (1) the Schedule 14D-9 as amended, and the Proxy Statement rules and regulations promulgated thereunder (2) such reports under Section 13(athe "HSR Act"), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the CompanyGen Prop, any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person person or entity (other than a Governmental Entity), whether under any License or other ContractContract (as defined in clause (iv) of this Section 3.4) or otherwise, except for such Contract Consents as and Contract Notices to the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect extent specified on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeSchedule 3.4;
(iv) assuming that the all Government Consents, Government Filings, Contract Consents and Contract Notices described in clause (ii) of this Section 3.4 or on Section 4.5 of the Company Disclosure Schedule 3.4 are obtained obtained, made and given, conflict with or with, result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, benefit under or the creation of a Lien (as defined in Section 3.16(a)) or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" Contract (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature nature) to which the Company Company, Gen Prop, or any Subsidiary Affiliate of the Company or Gen Prop is a party, by which the Company, Gen Prop or any Subsidiary Affiliate of the Company or Gen Prop or any of their respective assets or properties is bound or affected or pursuant to which the Company Company, Gen Prop, or any Subsidiary Affiliate of the Company or Gen Prop is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; orand
(v) assuming (x) that the Governmental Merger is approved by the requisite vote or consent of the Company's stockholders and (y) the Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 3.4 or on Schedule 3.4 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or Gen Prop or, to the knowledge of the Company, any Subsidiary Affiliate of the Company or Gen Prop, or by which any of their respective properties or assets are bound, except for such Violations which would not, individually bound or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeaffected. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrativeadministrative agency, regulatory body, commission or other governmental departmentauthority, agency, commission, authority department or instrumentality, domestic Federal, state, local or foreign, or other entity exercising executive, legislative or judicial functions.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Sellers of this Agreement do not, not and the performance by the Company Sellers of its their obligations hereunder and the consummation by the Company of the Offer and Merger will Transactions do not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Soundelux Charter or Company Bylaws By-laws or the charter or bylaws of any corporate Subsidiary of the Company by-laws or the partnership operating agreement of any partnership Subsidiary of the Companyother Seller;
(ii) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Consent") by, or any registration, qualification, declaration or filing with or notice to to, any Governmental Entity (a collectively, "Governmental FilingConsents and Filings"), in each case on the part of the Company with respect to Soundelux or any Subsidiary of the Companyother Seller, except for (A) 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, (B) the such Governmental Consents and Governmental Filings (the "Local Approvals") with foreign, state and local governmental authorities set forth on Section 4.5 Governmental Entities as may be required with respect to any Transferable Licenses held by any of the Company Disclosure Schedule Sellers, or as may otherwise be required under laws applicable to the conduct of the businesses of the Sellers, and (the "Local Approvals"), (CB) the Governmental Filings all filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeAct;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the CompanySeller, 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 Seller Contract or other Contractotherwise, except for such Contract Consents as set forth in Section 3.4(iii) of the Disclosure Schedule and Contract Notices except where the absence failure to obtain or omission of which will not, either individually or in give the aggregate, same would not have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iv) assuming that the Contract Consents consents and Contract Notices notices described on in Section 4.5 3.4(iii) of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, by or the impairment, loss or forfeiture of any material benefit, rights or privileges under, under or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creationthe foregoing, a "Violation"), ) any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature Contract to which the Company or any Subsidiary of the Company Seller is a party, by which the Company, any Subsidiary of the Company Seller or any of their its respective assets or properties is bound or affected affected, or pursuant to which the Company or any Subsidiary of the Company Seller is entitled to any rights or benefits (including the Licensesin any such case, with or without notice or lapse of time, or both)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; or
(v) assuming that the Governmental Consents and Governmental Filings specified in clause (iiSection 3.4(ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to of any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company Seller or by which any of their its respective properties or assets are boundbound or affected. Section 3.4(ii) of the Disclosure Schedule identifies all Local Approvals required by the Sellers in connection with the execution and delivery of this Agreement by the Sellers, except for the performance by Sellers of their obligations hereunder and the consummation of the Transactions as contemplated hereby, other than any such Violations which Local Approvals that meet both of the following requirements: (x) the failure of such Local Approvals to be obtained would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company Effect, and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein(y) Sellers are not aware, the term "Governmental Entity" means and includes any courtafter due diligence, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignthat such Local Approval is so required.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Seller of this Agreement do does not, and the performance by the Company Seller of its obligations hereunder and the consummation by the Company it of the Offer and Merger Transactions will not:
(ia) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company any Seller Charter or Company Bylaws Document or the charter charter, bylaws or bylaws similar organizational documents of any corporate Subsidiary of Seller (including the Company Sold Subsidiaries), or to the partnership agreement knowledge of Seller, any partnership Subsidiary Equity Affiliate of the CompanySeller or Banshee;
(iib) require any consent, approval, order or authorization of or other action by any Governmental Entity Authority (a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity Authority (a "Governmental Filing"), in each case on the part of Seller, Banshee or of any Sold Subsidiary, or to the Company knowledge of Seller, any Equity Affiliate of Seller, Banshee or of any Subsidiary of the CompanySold Subsidiary, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth Governmental Authorities described on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"4.5(b), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;.
(iiic) except as set forth described on Section 4.5 of the Company Disclosure ScheduleSchedule 4.5(c), require, on the part of Seller, Banshee or of any Sold Subsidiary, or to the Company knowledge of Seller, any Equity Affiliate of Seller, Banshee or of any Subsidiary of the CompanySold Subsidiary, any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental EntityAuthority), whether under any License License, Permit or other Contract, except for such Business Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeotherwise;
(ivd) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure in Schedule 4.5(c) are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance restriction on any properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Business Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreementto the knowledge of Seller, obligation, commitment or concession of any nature Contract related to the Business to which the Company an Equity Affiliate of Seller, Banshee or any Sold Subsidiary of the Company is a party, by which Seller, Banshee or any Sold Subsidiary, or to the Companyknowledge of Seller, any Subsidiary Equity Affiliate of the Company a Seller, Banshee or any Sold Subsidiary, or any of their respective assets or properties properties, is bound or affected or pursuant to which the Company a Seller, Banshee or any Subsidiary Sold Subsidiary, or to the knowledge of the Company Seller, any Equity Affiliate of Seller or Banshee, is entitled to any rights or benefits (including the Licenses)), except for such Violations which would that will not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(ve) assuming that the Governmental Consents and Governmental Filings specified in clause (iib) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any lawLaw, rule, regulation, order, judgment Judgment or decree applicable to the Company Seller, Banshee or any Subsidiary Sold Subsidiary, or to the knowledge of the Company Seller, any Equity Affiliate of a Seller, Banshee or any Sold Subsidiary, or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company TCI and Merger Sub of this Agreement do not, and the performance by the Company TCI and Merger Sub of its their obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i1) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company TCI Charter or Company TCI's Bylaws or the charter Certificate of Incorporation or bylaws Bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyMerger Sub;
(ii2) require any consent, approval, order Government Consent 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"), in each case Filing on the part of or with respect to TCI, any subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the CompanyTCI Equity Affiliate, except for (A) the filing with the SEC 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Registration Statement and (2) such reports under Section Sections 12(g), 13(a), 13(d), 14(c), 15(d) or and 16(a) of the Exchange Act as may be required in connection with this Agreement or and the transactions contemplated hereby hereby, (B) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company or Merger Sub is qualified to do business, (C) the Local Approvals, (D) such Government Consents and Governmental Filings as may be required in connection with the issuance of the LMG Series A Stock covered by the Registration Statement pursuant to state securities and blue sky laws, (E) the Governmental Filings to be made on the part of or with respect to the Company referred to in clause (ii) of Section 4.5, and (F) such other Governmental Government Consents and Government Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iii3) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, require on the part of the Company or any Subsidiary of the CompanyTCI, any consent by subsidiary of TCI or, to the knowledge of TCI, any TCI Equity Affiliate, any Contract Consent or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger;
(iv4) assuming that the Contract any Government Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule Governmental Filings required under any Licenses are obtained and givenor made, conflict with or result in a Violation by TCI, Merger Sub or any violation or breach other subsidiary of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration TCI of any obligation or any increase in any payment required byContract to which TCI, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation")Merger Sub, any "Contract" (which term shall mean and include other subsidiary of TCI or, to the knowledge of TCI, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company TCI Equity Affiliate is a party, by which the CompanyTCI, Merger Sub, any Subsidiary other subsidiary of TCI or, to the Company knowledge of TCI, any TCI Equity Affiliate or any of their respective assets or properties is bound or affected or pursuant to which TCI, Merger Sub, any other subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the Company TCI Equity Affiliate is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a wholeMerger; or
(v5) assuming that this Agreement is adopted by the Governmental Company's stockholders as required by the DGCL and the Company Charter and Bylaws, and that the Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 5.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to TCI, Merger Sub, any other subsidiary of TCI or, to the Company or knowledge of TCI, any Subsidiary of the Company TCI Equity Affiliate or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on TCI or prevent or materially delay the Company and its Subsidiaries taken as a whole or consummation of the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignMerger.
Appears in 1 contract
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 Offer and Merger transactions contemplated hereby will not:
(i1) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary subsidiary of the Company Company, or the partnership agreement of any partnership Subsidiary subsidiary of the Company, or any other instrument or document governing any subsidiary of the Company that is not a corporation or partnership;
(ii2) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Government Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to the Company, any subsidiary of the Company or any Subsidiary or, to the knowledge of the Company, any Company Equity Affiliate, except for (A) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (B) the filing of the Certificate of Merger with the Delaware 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, (BC) the Governmental such Government Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings as may be required to be made pursuant with respect to the pre-merger notification requirements Licenses held by the Company, any of its subsidiaries or, to the knowledge of the Hart-Xxxxx XxxCompany, any of the Company Equity Affiliates or as may otherwise be required under laws applicable to the conduct of the businesses of the Company and its subsidiaries in the ordinary course, (D) the filing Governmental Filings to be made on the part of or with the Commission respect to TCI referred to in clause (ii) of Section 4.5, (1) the Schedule 14D-9 and the Proxy Statement and (2E) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act Government Consents and Governmental Filings as may be required in connection with this Agreement or the transactions contemplated hereby issuance of the TCI Group Series A Stock in the Merger pursuant to state securities and blue sky laws, and (EF) such other Governmental Government Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or prevent or materially delay the Surviving Entity and its Subsidiaries taken as a wholeconsummation of the Merger;
(iii3) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company, any subsidiary of the Company or any Subsidiary or, to the knowledge of the Company, any Company Equity Affiliate, 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 ContractContract 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 material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or prevent or materially delay the Surviving Entity and its Subsidiaries taken as a wholeconsummation of the Merger;
(iv4) assuming that the Contract any Government Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule Governmental Filings required under any Licenses are obtained and givenor made, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or or, subject to Section 3.5(v), acceleration of any obligation or any increase in any payment required by, by or the impairment, loss or forfeiture of any material benefit, rights or privileges under, under or the creation of a Lien lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" contract (which term shall mean and include including any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature (each, a "Contract")) to which the Company or Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate is a party, by which the Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate or any of their respective assets or properties is bound or affected or pursuant to which the Company or Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or prevent or materially delay the Surviving Entity and its Subsidiaries taken as a wholeconsummation of the Merger; or
(v5) assuming that the Governmental Government Consents and Governmental Filings specified in clause (ii) of this Section 4.5 3.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or Company, any Subsidiary subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate, or by which any of their respective properties or assets are boundbound or affected, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or prevent or materially delay the Surviving Entity and its Subsidiaries taken as a whole. As used herein, consummation of the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignMerger.
Appears in 1 contract
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 Offer and Merger will not:
(i) 4.5.1 assuming approval by the Company's stockholders shareholders as contemplated by Section 4.154.20, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws (or comparable organizational documents) of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the Company;
(ii) 4.5.2 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"), in each case on the part of the Company or any Subsidiary of the Company, except for (A) the filing of the Certificate Articles of Merger with the Secretary of State Corporation Commission of the State of Delaware Oregon and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (DC) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby hereby, and (ED) such other Governmental Consents and Government Filings the absence or omission of which will would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;Company.
(iii) 4.5.3 except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the Company, 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), under any License or other ContractContract (as defined below), except for such Contract Consents and Contract Notices the absence or omission of which will would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeCompany;
(iv) 4.5.4 assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, contract or other agreement, obligation, commitment agreement or concession of any nature obligation to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)bound), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeCompany; or
(v) 4.5.5 assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 4.5.2 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeCompany. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Stockholder and the Company of this Agreement do not, does not and the performance by the Company Stockholder and the Company of its their obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(ia) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Bylaws or the charter Company Stockholder's Certificate of Incorporation or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyBylaws;
(iib) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Consent") by, or any registration, qualification, declaration or filing with or notice to to, any Governmental Entity (a collectively, "Governmental FilingConsents and Filings"), in each case on the part of the Company or any Subsidiary of with respect to the Company, except for (Ai) 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 businessDelaware, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2ii) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such any other Governmental Consents and Government Filings filings the absence or omission of which will would not, either individually or in the aggregate, have a material adverse effect on the Transactions or result in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(iiic) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company Stockholder or any Subsidiary of the Company, 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 contract or other Contractotherwise, except as set forth in Section 3.6(c) of the Disclosure Schedule and except for such Contract Consents any other consents, approvals, authorizations and Contract Notices notices the absence or omission of which will would not, either individually or in the aggregate, have a material adverse effect on the Transactions or result in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect;
(ivd) assuming that the Contract Consents consents and Contract Notices notices described on in Section 4.5 3.6(c) of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, by or the impairment, loss or forfeiture of any material benefit, rights or privileges under, under or the creation of a Lien lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creationthe foregoing, a "Violation"), ) any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature contract to which the Company or any Subsidiary of Stockholder, the Company or Company Subsidiaries is a party, by which the CompanyCompany Stockholder, any Subsidiary of the Company or Company Subsidiaries or any of their respective Company's or Company Subsidiaries' assets or properties is are bound or affected affected, or pursuant to which the Company or any Subsidiary of the Company Subsidiaries is entitled to any rights or benefits (including the Licenses)in any such case, with or without notice or lapse of time, or both), except for such other than any Violations which that would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or result in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeEffect; or
(ve) assuming that the Governmental Consents and Governmental Filings specified in clause (iiSection 3.6(b) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to of any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company Subsidiaries or by which any of their respective 17 properties or assets are boundbound or affected, except for other than any such Violations which that would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or result in a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignEffect.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Silver of this Agreement do not, and the performance by the Company Silver of its obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby including the issuance of the Silver Shares will not:
(i) assuming approval by the Company's stockholders Silver Charter Amendment is approved and is filed and becomes effective as contemplated by in Section 4.154.1, conflict with or violate the Company Charter Silver Charter, as so amended, or Company the Silver Bylaws or the charter or bylaws of any corporate Subsidiary subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanySilver, in each case as amended to date;
(ii) require any consent, approval, order or authorization of or other action by any court, administrative agency or commission or other governmental authority or instrumentality, foreign, United States federal, state or local (each such entity a "Governmental Entity (Entity" and each such action a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of the Company or with respect to Silver or any Subsidiary subsidiary of the CompanySilver, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole, except for (A) the filing of the Silver Charter Amendment with the Delaware Secretary of State (as contemplated by Section 4.1), (B) the filing with the Securities and Exchange Commission (the "SEC") of the Proxy Statement (as defined in Section 4.2) required in connection with this Agreement and the transactions contemplated hereby and (C) the Governmental Filings required pursuant to the pre merger notification requirements of the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and the expiration or termination of any applicable waiting period with respect to the Exchange under the HSR Act;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company Silver or any Subsidiary subsidiary of the CompanySilver, any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person person or entity (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company business, assets, results of operations or financial condition of Silver and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries subsidiaries, taken as a whole, other than the approval by the Silver stockholders of the Silver Charter Amendment pursuant to the DGCL and the issuance of the Silver Shares in accordance with the NASD Shareholder Approval Policy;
(iv) assuming that the Contract Consents and Contract Notices described except as set forth on Section 4.5 of the Company Disclosure Schedule are obtained and given2.5, conflict with or with, result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, benefit under or the creation of a Lien any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature nature) to which the Company Silver or any Subsidiary subsidiary of the Company Silver is a party, by which the CompanySilver, any Subsidiary subsidiary of the Company Silver or any of their respective assets or properties is bound or affected or pursuant to which the Company Silver or any Subsidiary subsidiary of the Company Silver is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; or
(v) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtainedbusiness, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.assets,
Appears in 1 contract
Samples: Exchange Agreement (Silver King Communications Inc)
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Seller of this Agreement do not, and the performance by the Company Seller of its obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i1) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter Certificate of Incorporation or Company Bylaws or the charter or bylaws of any corporate Subsidiary by-laws of the Company or the partnership agreement of any partnership Subsidiary of the CompanySeller;
(ii2) require any consent, approval, order or authorization of or other action by any Governmental Entity (as defined herein) (a "Governmental Government Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to the Company or any Subsidiary of the CompanySeller, except for (A) 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, (B) the Governmental those Government Consents and Governmental Filings with foreign, state and local governmental authorities set forth required with respect to Licenses held by the Seller and identified on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 and the Proxy Statement and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;6.4; and
(iii3) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the CompanySeller, any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person person or entity (other than a Governmental Entity), whether under any License or other ContractContract (as defined in clause 4 of this Section 6.4) or otherwise, except for such Contract Consents as and Contract Notices to the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect extent specified on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeSchedule 6.4;
(iv4) assuming that the all Government Consents, Government Filings, Contract Consents and Contract Notices described in clauses (2) and (3) of this Section 6.4 or set forth on Section 4.5 of the Company Disclosure Schedule 6.4 are obtained obtained, made and given, conflict with or with, result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, benefit under or the creation of a Lien any Liens or other encumbrance on any assets Assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" Contract (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contractMaterial Contract, instrument, employee benefit plan or practice, or any other agreement, obligation, commitment or concession of any nature nature) to which the Company Seller or any Subsidiary Affiliate (as defined in Section 11.12) of the Company is a party, by which the Company, any Subsidiary of the Company Seller or any of their respective assets or properties is bound or affected or pursuant to which the Company Seller or any Subsidiary Affiliate of the Company Seller is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; orand
(v5) assuming that the Governmental Government Consents and Governmental Filings specified in clause (ii2) of this Section 4.5 6.4 or on Schedule 6.4 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company Seller or any Subsidiary of the Company Affiliate or by which any of their respective properties or assets are bound, except for such Violations which would not, individually bound or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeaffected. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrativeadministrative agency, regulatory body, commission or other governmental departmentauthority, agency, commission, authority department or instrumentality, domestic Federal, state, local or foreign, or other entity exercising executive, legislative or judicial functions.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company Silver Co. of this Agreement do not, and the performance by the Company Silver Co. of its obligations hereunder and the consummation by the Company of the Offer and transactions contemplated hereby, including the issuance of the Merger Consideration Shares, will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Silver Co. Charter or Company the Silver Co. Bylaws or the charter or bylaws of any corporate Subsidiary subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanySilver Co., in each case as amended to date;
(ii) require any consent, approval, order or authorization of or other action by any court, administrative agency or commission or other governmental authority or instrumentality, foreign, United States federal, state or local (each such entity a "Governmental Entity (Entity" and each such action a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing"), in each case on the part of or with respect to Silver Co., the Company absence or any Subsidiary omission of which would, either individually or in the Companyaggregate, have a material adverse effect on the transactions contemplated hereby or on the business, assets, results of operations or financial condition of Silver Co., except for (A) the filing of the Certificate of Merger with the Delaware 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 businessState, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 filing of the Company Disclosure Schedule (Articles of Merger with the "Local Approvals")Colorado Secretary of State, and (C) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxXxxxx-Xxxxxx Antitrust Improvements Act of 1976, (D) the filing with the Commission of (1) the Schedule 14D-9 as amended, and the Proxy Statement rules and regulations thereunder (2the "HSR Act") such reports and the expiration or termination of any applicable waiting period with respect to the Merger under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a wholeHSR Act;
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the CompanySilver Co., any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person person or entity (other than a Governmental Entity), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will notwould, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole business, assets, results of operations or the Surviving Entity and its Subsidiaries taken as a wholefinancial condition of Silver Co.;
(iv) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and givenconflict with, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification cancellation or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, benefit under or the creation of a Lien any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction or encumbrance of any nature whatsoever on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), ) any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature nature) to which the Company or any Subsidiary of the Company Silver Co. is a party, by which the Company, any Subsidiary of the Company Silver Co. or any of their respective its assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company Silver Co. is entitled to any rights or benefits (including the Licenses))benefits, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole business, assets, results of operations or the Surviving Entity and its Subsidiaries taken as a wholefinancial condition of Silver Co.; or
(v) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 2.5 are obtained, made and givengiven (and any related waiting period is terminated or otherwise expires), result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company Silver Co. or by which any of their respective its properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
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 Offer Merger and Merger the transactions contemplated hereby will not:
(i) assuming approval of the Merger Proposal by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Bylaws or the charter or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the Company;
(ii) 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"), in each case on the part of the Company or any Subsidiary of the Company, except for (A) 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 4.5, paragraph 1 of the Company Disclosure Schedule (the "Local Approvals"), (C) such Governmental Consents and Governmental Filings as may be required in connection with the issuance of the Merger Consideration as contemplated hereby pursuant to state securities and blue sky laws, (D) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HartXxxx-Xxxxx XxxAct, (DE) the filing with the Commission of (1) the Schedule 14D-9 preliminary proxy statement and the Proxy Statement as contemplated by Section 3.2(a) and (2) such reports under Section 13(a), 13(d), 14(c), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (EF) such other Governmental Consents and Government Filings the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;
(iii) except as set forth on Section 4.5 4.5, paragraph 2 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the Company, 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), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;
(iv) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; or
(v) assuming that the Merger is so approved by the Company's stockholders and assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary of the Company or by which any of their respective properties or assets are bound, except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory administrative or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.
Appears in 1 contract
No Approvals or Notices Required; No Conflict with Instruments. The execution and delivery by the Company each of Rockies Sub and Rockies House Sub of this Agreement do not, and the performance by the Company each of its Rockies Sub and Rockies House Sub of their respective obligations hereunder and the consummation by the Company of the Offer and Merger transactions contemplated hereby will not:
(i) assuming approval by the Company's stockholders as contemplated by Section 4.15, conflict with or violate the Company Charter or Company Rockies Sub Charter, the Rockies House Sub Charter, the Rockies Sub Bylaws or the charter or bylaws of any corporate Subsidiary of the Company or the partnership agreement of any partnership Subsidiary of the CompanyRockies House Sub Bylaws;
(ii) require any consent, approval, order Governmental Consent 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"), in each case on the part of or with respect to each of Rockies Sub and any subsidiary of Rockies Sub, the Company absence or any Subsidiary omission of which would, either individually or in the Companyaggregate, have a material adverse effect on the transactions contemplated hereby, except for (A) the filing of the Certificate Articles of Merger with the Colorado 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, (B) the Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth on Section 4.5 of the Company Disclosure Schedule (the "Local Approvals"), (C) the Governmental Filings required to be made pursuant to the pre-pre- merger notification requirements of the Hart-Xxxxx Xxx, (D) the filing with the Commission of (1) the Schedule 14D-9 HSR Act and the Proxy Statement expiration or termination of any applicable waiting period with respect to the Merger under the HSR Act;
(iii) require, on the part of Rockies Sub, Rockies House Sub or House any stockholder approval that has not been obtained;
(iv) except for any required consent or waiver under the Second Amended and Restated Credit Agreement, dated as of August 30, 1994 (2as amended by the First Amendment thereto, dated as of March 29, 1995, and as further amended by the Second Amendment thereto, dated as of June 28, 1995 and by the Third Amendment thereto, dated as of September 28, 1995) such reports under Section 13(aamong House and certain of its subsidiaries, LTCB Trust Company as Agent, and the banks that are signatories thereto (the "House Credit Agreement"), 13(d)require, 14(c)on the part of Rockies Sub or any subsidiary of Rockies Sub any Contract Consent or Contract Notice, 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (E) such other Governmental Consents and Government Filings the absence or omission of which will would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;
(v) except for any required consent or waiver under the House Credit Agreement, conflict with or result in any Violation of any Contract to which Rockies Sub or any subsidiary of Rockies Sub is a party, or by which Rockies Sub or any subsidiary of Rockies Sub, or any of their respective assets or properties is bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;transactions contemplated hereby; or
(iii) except as set forth on Section 4.5 of the Company Disclosure Schedule, require, on the part of the Company or any Subsidiary of the Company, 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), under any License or other Contract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a material adverse effect on the Transactions or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole;
(ivvi) assuming that the Contract Consents and Contract Notices described on Section 4.5 of the Company Disclosure Schedule are obtained and given, conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, suspension, modification or acceleration of any obligation or any increase in any payment required by, or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or other encumbrance on any assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), any "Contract" (which term shall mean and include any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument, employee benefit plan or practice, or other agreement, obligation, commitment or concession of any nature to which the Company or any Subsidiary of the Company is a party, by which the Company, any Subsidiary of the Company or any of their respective assets or properties is bound or affected or pursuant to which the Company or any Subsidiary of the Company is entitled to any rights or benefits (including the Licenses)), except for such Violations which would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole; or
(v) assuming that the Governmental Consents and Governmental Filings specified in clause (ii) of this Section 4.5 3.6 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the Company Rockies Sub or any Subsidiary subsidiary of the Company Rockies Sub or by which any of their respective properties or assets are bound, except for such Violations which would not, either individually or in the aggregate, be reasonably likely to have a material adverse effect on the transactions contemplated hereby or a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or the Surviving Entity and its Subsidiaries taken as a whole. As used herein, the term "Governmental Entity" means and includes any court, arbitrators, administrative, regulatory or other governmental department, agency, commission, authority or instrumentality, domestic or foreignhereby.
Appears in 1 contract
