No Breach; Required Consents. The execution and delivery of this Agreement by TCI Music and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement by TCI Music and Acquisition Sub will not: (a) violate or conflict with the Certificate or Articles of Incorporation or Bylaws of TCI Music or Acquisition Sub; (b) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third- party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which TCI Music or Acquisition Sub is a party or by which any of them is bound, except where such breach, default, Lien, third-party right of termination, cancellation, modification or acceleration would not have a Material Adverse Effect on TCI Music or Acquisition Sub; or (c) subject to obtaining the approvals and making the filings described in Section 4.6, constitute a violation of any applicable Legal Requirement, except where such violation would not have a Material Adverse Effect on TCI Music or Acquisition Sub.
No Breach; Required Consents. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement by the Company will not: (a) subject to the approval of holders of Company Stock, violate or conflict with the Articles of Incorporation or Bylaws of the Company; (b) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third-party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which the Company is a party or by which it is bound, except where such breach, default, Lien, third-party right of termination, cancellation, modification, or acceleration would not have a Material Adverse Effect on the Company; or (c) subject to obtaining the consents, approvals or authorizations and making the filings or registrations described in Section 5.6, constitute a violation of any Legal Requirement, except where such violation would not have a Material Adverse Effect on the Company.
No Breach; Required Consents. The execution and delivery of this Agreement by DST does not, and the consummation of the transactions contemplated by this Agreement by DST and Acquisition Sub will not: (a) subject to approval of holders of DST Common Stock, violate or conflict with the certificate of incorporation or bylaws of DST or Acquisition Sub; (b) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third-party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which DST or Acquisition Sub is a party or by which any of them is bound, except where such breach, default, Lien, third-party right of termination, cancellation, modification or acceleration would not have a Material Adverse Effect on DST or Acquisition Sub; or (c) subject to obtaining the approvals and making the filings described in Section 4.5, constitute a violation of any applicable Legal Requirement.
No Breach; Required Consents. The execution and delivery of this Agreement by E-biz does not, and the consummation of the transactions contemplated by this Agreement by E-biz will not: (i) violate or conflict with the Articles of Incorporation or the Bylaws of E-biz; (ii) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or encumbrance of any nature ("Lien"), third-party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which E-biz is a party or by which it is bound, except where such breach, default Lien, third-party right of termination, cancellation, modification or acceleration would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise), liabilities or operations of E-biz, or on the ability of E-biz to perform its obligations under this Agreement ("Material Adverse Effect"); or (iii) constitute a violation of any statute, ordinance, code, law, rule, regulation, order or other requirement, standard or procedure enacted, adopted or applied by any governmental entity, including judicial decisions applying common law or interpreting any other legal requirement or any agreement entered into with a governmental entity in resolution of a dispute or otherwise (collectively, "Legal Requirement"), except where such violation would not have a Material Adverse Effect on E-biz.
No Breach; Required Consents. 13 Section 4.6 Consents and Approvals . . . . . . . . . . . . 13 Section 4.7 Reports and Financial Statements . . . . . . . 13
No Breach; Required Consents. 20 Section 5.6 Consents and Approvals . . . . . . . . . .
No Breach; Required Consents. The execution and delivery of this Agreement by USCS does not, and the consummation of the transactions contemplated by this Agreement by USCS will not: (a) subject to the approval of holders of USCS Stock, violate or conflict with the certificate of incorporation or bylaws of USCS; (b) except as set forth in Section 3.5 of the USCS Disclosure Schedule, constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third-party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which USCS is a party or by which it is bound, except where such breach, default, Lien, third-party right of termination, cancellation, modification, or acceleration would not have a Material Adverse Effect on USCS; or (c) subject to obtaining the consents, approvals or authorizations and making the filings or registrations described in Section 3.6, constitute a violation of any Legal Requirement.
No Breach; Required Consents. The execution and delivery of this Agreement by each of the ISSUER and GOLDCO does not, and the consummation of the transactions contemplated by this Agreement by the ISSUER and GOLDCO will not: (i) violate or conflict with the Articles of Incorporation or the Bylaws of the ISSUER or the governing documents of GOLDCO; (ii) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, security interest, pledge, charge, claim, option, right to acquire, restriction on transfer, voting restriction or encumbrance of any nature ("Lien"), third-party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which the ISSUER or GOLDCO is a party or by which it is bound, except where such breach, default Lien, third-party right of termination, cancellation, modification or acceleration would not have a
No Breach; Required Consents. The execution and delivery of this Agreement by AccuMed and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement by AccuMed and Acquisition Sub will not: (a) violate or conflict with the Certificate or Articles of Incorporation or Bylaws of AccuMed or Acquisition Sub; (b) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which AccuMed or Acquisition Sub is a party or by which any of them is bound; or (c) subject to obtaining the approvals and making the filings described in Section 4.6, constitute a violation of any applicable Legal Requirement.
No Breach; Required Consents. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement by the Company will not: (a) subject to the approval of holders of Company Common Stock, violate or conflict with the Articles of Incorporation or Bylaws of the Company; (b) constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any Lien, third-party right of termination, cancellation, modification or acceleration under any agreement or undertaking to which the Company is a party or by which it is bound, or (c) subject to obtaining the consents, approvals or authorizations and making the filings or registrations described in Section 5.6, constitute a violation of any Legal Requirement.
