Common use of No Approvals or Notices Required Clause in Contracts

No Approvals or Notices Required. NO CONFLICT WITH INSTRUMENTS The execution and delivery by the Company of this Agreement do not, and the performance by the Company of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby will not: (a) assuming approval and adoption of the Merger Proposal and Recapitalization Proposal by the Company's stockholders as contemplated by Section 4.16, conflict with or violate the Company Charter or Company Bylaws; (b) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing") on the part of the Company, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "Local Approvals"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (v) the filing with the Commission of (A) the Joint Prxxx Xxxxxxent/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections 13(a), 13(d), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (vi) such other Governmental Consents and Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (c) except as described on Section 4.5(c) of the Company Disclosure Letter and except for the approval of the Note Cancellation by the holders of Company Notes, require any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (d) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Company Disclosure 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 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 to which the Company is a party by which the Company or any of its assets or properties is bound or affected or pursuant to which the Company is entitled to any rights or benefits (including Licenses)), except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect; or (e) assuming approval and adoption of the Merger Proposal and the Recapitalization Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (b) 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 by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect.

No Approvals or Notices Required. NO CONFLICT WITH INSTRUMENTS INSTRUMENTS. The execution and delivery by Liberty, the Company Parent Parties and Merger Sub of this Agreement do not, and the performance by Liberty, the Company Parent Parties and Merger Sub of its their respective obligations hereunder and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not: (a) assuming approval and adoption of the Merger Proposal and Recapitalization Proposal by the Company's stockholders as contemplated by Section 4.16, conflict with or violate the Company Charter certificate of incorporation or Company Bylawsbylaws of Liberty, Parent, WII or Merger Sub; (b) except as described on Schedule 5.3, 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 Liberty or any Subsidiary of Liberty (including the CompanyParent Parties), except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do businessDelaware, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "Local Approvals"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (viii) the filing with the Commission of (A) the Joint Prxxx Xxxxxxent/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections undxx Xxxxxxxs 13(a), 13(d), ) or 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (viiv) such other Governmental Consents and Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a Company Parent Material Adverse Effect; (c) except as described require, on Section 4.5(c) the part of Liberty or any Subsidiary of Liberty (including the Company Disclosure Letter and except for the approval of the Note Cancellation by the holders of Company NotesParent Parties), require 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), whether under any License or other Contract or otherwiseContract, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company Parent Material Adverse Effect; (d) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Company Disclosure 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 any Violation 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 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 to which Liberty or any Subsidiary of Liberty (including the Company Parent Parties) is a party party, by which Liberty, any Subsidiary of Liberty (including the Company Parent Parties) or any of its their respective assets or properties is bound or affected or pursuant to which Liberty or any Subsidiary of Liberty (including the Company Parent Parties) is entitled to any rights or benefits (including Licenses))benefits, except for such Violations that will not, individually or in the aggregate, have a Company Parent Material Adverse Effect; or (e) assuming approval and adoption of the Merger Proposal and the Recapitalization Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (b) 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 Parent or any Subsidiary of Liberty (including the Company Parent Parties) or by which any of its their respective properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Company Parent Material Adverse Effect.

No Approvals or Notices Required. NO CONFLICT WITH INSTRUMENTS The No Conflict with Instruments. 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 Merger and the other transactions contemplated hereby will not: (a1) assuming approval and adoption of this Agreement at the Merger Proposal and Recapitalization Proposal Special Meeting by the requisite vote of the Company's stockholders as contemplated by Section 4.16stockholders, conflict with or violate the Company Charter or Bylaws or the charter or bylaws of any corporate subsidiary of the Company, or the partnership agreement of any partnership subsidiary of the Company, or any other instrument or document governing any subsidiary of the Company Bylawsthat is not a corporation or partnership; (b2) 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, to the knowledge of the Company, any Company Equity Affiliate, except for (iA) 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, (iiC) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental such Government Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter governmental authorities (the "Local Approvals")) as may be required with respect to the Licenses held by the Company, any of its subsidiaries or, to the knowledge of the Company, 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, (ivD) the Governmental Filings required to be made pursuant on the part of or with respect to the pre-merger notification requirements TCI and Merger Sub referred to in clause (ii) of the Hart-Scott ActSection 5.5, (v) the filing with the Commission of (A) the Joint Prxxx Xxxxxxent/Prospectus and the S-4 as contemplated by Section 3.2 and (BE) such reports under Sections 13(a), 13(d), 15(d) or 16 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 (viF) such other Governmental Government Consents and Governmental Government Filings the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of the Merger; (c3) except as described assuming adoption of this Agreement at the Special Meeting by the requisite vote of the Company's stockholders, require, on Section 4.5(c) the part of the Company, any subsidiary of the Company Disclosure Letter and except for or, to the approval knowledge of the Note Cancellation by the holders of Company, any Company NotesEquity Affiliate, require any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for (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 Company Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of the Merger; (d4) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Company Disclosure Letter on Schedule 4.5 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 Restriction other encumbrance 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 (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"), any Contract ) to which the Company, any subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate is a party party, by which the Company, any subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate or any of its their respective assets or properties is bound or affected or pursuant to which the 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 (A) as set forth on Schedule 4.5 and (B) such Violations that will which would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of the Merger; (5) 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 holders of such debentures will have the right to tender the same, in whole or in part, to the Company for a purchase price of 100% of principal amount, plus accrued but unpaid interest, within the time periods and subject to the requirements of the Indenture for the Company Debentures; or (e6) assuming approval and adoption of this Agreement at the Merger Proposal and Special Meeting by the Recapitalization Proposal by requisite vote of the Company's stockholders as described in Section 4.16 and assuming that the Governmental Government Consents and Governmental Filings specified in clause (bii) 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, any subsidiary of the Company or, to the knowledge of the Company, any Company Equity Affiliate, or by which any of its their respective properties or assets are boundbound or affected, except for such Violations that will which would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of the Merger.

No Approvals or Notices Required. NO CONFLICT CONFLICTS WITH INSTRUMENTS The execution Except as listed on Schedule 3.3 and except where a violation would not have a material adverse effect on WVB and the WVB Affiliates, taken as a whole, the execution, delivery by the Company and performance of this Agreement do not, and the performance by the Company of its obligations hereunder WVB and the consummation by the Company of the Merger transactions contemplated hereby, including, but not limited to, the transfer of control of the Persons holding all SMR rights (which include but are not limited to telephony and interconnect rights as of the date hereof and as of the Closing Date) in Brazil of WVB and the other transactions contemplated hereby WVB Affiliates, do not and will not: not (a) assuming approval and adoption violate the corporate charter or other organizational documents of the Merger Proposal and Recapitalization Proposal by Founders, WVB or the Company's stockholders as contemplated by Section 4.16WVB Affiliates, conflict with or violate the Company Charter or Company Bylaws; (b) require any consent, approval, order or authorization of or other action by any Governmental Entity (constitute a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental Filing") on the part of the Company, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "Local Approvals"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (v) the filing with the Commission of (A) the Joint Prxxx Xxxxxxent/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections 13(a), 13(d), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (vi) such other Governmental Consents and Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (c) except as described on Section 4.5(c) of the Company Disclosure Letter and except for the approval of the Note Cancellation by the holders of Company Notes, require any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (d) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Company Disclosure Letter are obtained and given, conflict with or result in any violation or breach of or default (with or without the giving of 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 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 to which the Company is a party by which the Company or any of its assets or properties is bound or affected or pursuant to which the Company is entitled to any rights or benefits (including Licenses)), except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect; or (e) assuming approval and adoption of the Merger Proposal and the Recapitalization Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (b) of this Section 4.5 are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, orderjudgment, judgment injunction, order or decree applicable to the Company by Founders, WVB or the WVB Affiliates, (c) require any consent, approval or authorization of any Person, governmental authority or other organization or entity, (d) result in a default under, an acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, or in any other way materially affect the rights of WVB under, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to which any of its properties the Founders, WVB or the WVB Affiliates are a party or by which the Founders, WVB or the WVB Affiliates are bound or to which the assets (whether real or personal, tangible or intangible) of WVB and the WVB Affiliates (the "Assets") are boundsubject, except for such Violations that will not, individually or (e) result in the aggregatecreation or imposition of any Lien on any of the Assets. WVB has provided to Nextel true and complete copies of all corporate and organizational documents of WVB and the WVB Affiliates, have a Company Material Adverse Effectand there has been no change to any such documents since the date of such certification except as described on Schedule 3.

No Approvals or Notices Required. NO CONFLICT WITH INSTRUMENTS The No Conflict with Instruments to ----------------------------------------------------------------- which Hotels is a Party. Neither the execution and delivery by the Company of this ----------------------- Agreement do not, and nor the performance by the Company Xxxxxxx and Xxxxxx of its their obligations hereunder and hereunder, nor the consummation by the Company of the Merger and the other transactions contemplated hereby by Xxxxxxx and Mathot, will not: (ai) conflict with the Articles of Incorporation or Bylaws of Hotels; (ii) assuming approval and adoption satisfaction of the Merger Proposal requirements set forth in clause (iii) below, violate any provision of Law applicable to Hotels, Xxxxxxx or Xxxxxx; (iii) except for (A) requirements of federal and Recapitalization Proposal by the Company's stockholders state securities Law, and (B) requirements of notice filings in such foreign jurisdictions as contemplated by Section 4.16may be applicable, conflict require any consent or approval of, or filing with or violate the Company Charter notice to, any STOCK EXCHANGE COMMISSION PAGE 14 Governmental Authority, under any provision of Law applicable to Hotels, Xxxxxxx or Company Bylaws; Mathot; or (biv) require any consent, approvalapproval or notice under, order or authorization of or other action by any Governmental Entity (a "Governmental Consent") or any registrationviolate, qualificationbreach, declaration or filing be in conflict with or constitute a default (or an event that, with notice to any Governmental Entity (or lapse of time or both, would constitute a "Governmental Filing"default) on the part of the Companyunder, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "Local Approvals"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (v) the filing with the Commission of (A) the Joint Prxxx Xxxxxxent/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections 13(a), 13(d), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (vi) such other Governmental Consents and Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (c) except as described on Section 4.5(c) of the Company Disclosure Letter and except for the approval of the Note Cancellation by the holders of Company Notes, require any consent by or approval or authorization of (a "Contract Consent") or notice to (a "Contract Notice") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (d) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Company Disclosure Letter are obtained and given, conflict with or result in any violation or breach loss of or default (with or without notice or lapse of time, or both) any material benefit under, or give rise to a right of termination, cancellation, suspension, modification or acceleration permit the termination of any obligation provision of, or result in the creation or imposition of any lien upon any properties, assets or business of Hotels under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any increase in any payment required byorder, judgment or the impairment, loss or forfeiture of any material benefit, rights or privileges under, or the creation of a Lien or 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 decree to which the Company Hotels is a party or by which the Company Hotels or any of its assets or properties is bound or affected encumbered, except those that have already been given, obtained or pursuant to which filed and except in any of the Company is entitled to any rights or benefits cases enumerated in clauses (including Licenses)ii) through (iv), except for such Violations that will notthose that, individually or in the aggregate, would not have a Company Material Adverse Effect; or (e) assuming approval and adoption of the Merger Proposal and the Recapitalization Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (b) 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 by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect.

No Approvals or Notices Required. NO CONFLICT WITH INSTRUMENTS The execution and delivery by the Company of this Agreement do not, and the performance by the Company of its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby will not: (a) assuming approval and adoption of the Merger Proposal and Recapitalization Proposal by the Company's stockholders as contemplated by Section 4.16, conflict with or violate the Company Charter or Company Bylaws; (b) require any consent, approval, order or authorization of or other action by any Governmental Entity (a "Governmental ConsentGOVERNMENTAL CONSENT") or any registration, qualification, declaration or filing with or notice to any Governmental Entity (a "Governmental FilingGOVERNMENTAL FILING") on the part of the Company, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) the filing of a Certificate of Amendment to the Company Charter with the Secretary of State of the State of Delaware to effect the Recapitalization, (iii) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Entities described on Section 4.5(b) of the Company Disclosure Letter (the "Local ApprovalsLOCAL APPROVALS"), (iv) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the Hart-Scott Act, (v) the filing with the Commission of (A) the Joint Prxxx XxxxxxentJoixx Xxxxx Statement/Prospectus and the S-4 as contemplated by Section 3.2 and (B) such reports under Sections 13(a), 13(d), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby and (vi) such other Governmental Consents and Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (c) except as described on Section 4.5(c) of the Company Disclosure Letter and except for the approval of the Note Cancellation by the holders of Company Notes, require any consent by or approval or authorization of (a "Contract ConsentCONTRACT CONSENT") or notice to (a "Contract NoticeCONTRACT NOTICE") any other Person (other than a Governmental Entity), whether under any License or other Contract or otherwise, except for such Contract Consents and Contract Notices the absence or omission of which will not, either individually or in the aggregate, have a Company Material Adverse Effect; (d) assuming that the (i) holders of Company Notes approve the Note Cancellation and (ii) Contract Consents and Contract Notices described in Section 4.5(c) of the Company Disclosure 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 Restriction on any properties or assets pursuant to (any such conflict, violation, breach, default, right of termination, cancellation or acceleration, loss or creation, a "ViolationVIOLATION"), any Contract to which the Company is a party by which the Company or any of its assets or properties is bound or affected or pursuant to which the Company is entitled to any rights or benefits (including Licenses)), except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect; or (e) assuming approval and adoption of the Merger Proposal and the Recapitalization Proposal by the Company's stockholders as described in Section 4.16 and assuming that the Governmental Consents and Governmental Filings specified in clause (b) 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 by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Company Material Adverse Effect.