Common use of No Conflict; Consents and Approvals Clause in Contracts

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, First Merger Sub and Second Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Subs with the provisions hereof will not, 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, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrances in or upon any of the properties, assets or rights of Parent or Merger Subs under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Certificate of Incorporation or Bylaws of Parent or First Merger Sub, or (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub. (b) Except as set forth in Section 5.4(b) of the Pubco Disclosure Letter, no consent, approval, Order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Subs in connection with the execution, delivery and performance of this Agreement by Parent or Merger Subs or the consummation by Parent or Merger Subs of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, First Merger Sub and Second Merger Sub 2 does not, and, assuming that all consents, approvals, authorizations and other actions described in this Section 4.3 have been obtained and all filings and obligations described in this Section 4.3 have been made, and assume the adoption of this Agreement by Parent as sole stockholder of Merger Sub and sole equityholder of Merger Sub 2 (such adoption to occur immediately following execution of this Agreement), the consummation of the Merger and the other transactions contemplated hereby Mergers and compliance by each of Parent Parent, Merger Sub and Merger Subs Sub 2 with the provisions hereof will not, 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, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Encumbrances Lien in or upon any of the properties, assets or rights of Parent Parent, Merger Sub or Merger Subs Sub 2 under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Certificate certificate of Incorporation incorporation or Bylaws bylaws (or similar governing documents) of Parent Parent, Merger Sub or First Merger Sub 2, each as amended to date, (ii) any material Contract to which Parent, Merger Sub or Merger Sub 2 is a party or by which Parent, Merger Sub, Merger Sub 2 or any of their respective properties or assets may be bound or (iiiii) subject to the Certificate governmental filings and other matters referred to in Section 4.3(b), any material Law or any rule or regulation of Formation NASDAQ applicable to Parent or limited liability company agreement by which Parent or any of Second Merger Subits respective properties or assets may be bound. (b) Except as set forth in Section 5.4(b) of the Pubco Disclosure Letter, no No consent, approval, Order order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent Parent, Merger Sub, or Merger Subs Sub 2 in connection with the execution, delivery and performance of this Agreement by Parent Parent, Merger Sub or Merger Subs Sub 2, or the consummation by Parent Parent, Merger Sub, or Merger Subs Sub 2 of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign antitrust filings, (ii) such filings, reports, and declarations of effectiveness as required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, (iii) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State as required by the DGCL and the Delaware Limited Liability Company Act, (iv) any filings required under the rules and regulations of The NASDAQ Stock Market LLC (“NASDAQ”), (v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the execution, delivery and performance of this Agreement by each of Parent, First Merger Sub Parent and Second Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Subs Sub with the provisions hereof will not, 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, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Encumbrances Lien in or upon any of the properties, assets or rights of Parent or Merger Subs Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or First Merger Sub, or each as amended to date, (ii) any material Contract to which Parent or Merger Sub is a party by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the Certificate governmental filings and other matters referred to in Section 5.3(b), any material Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of Formation their respective properties or limited liability company agreement of Second Merger Subassets may be bound. (b) Except as set forth in Section 5.4(b) of the Pubco Disclosure Letter, no No consent, approval, Order order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Subs Sub in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Subs Sub or the consummation by Parent or and Merger Subs Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of any foreign antitrust filings, (ii) such filings and reports as required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, First Merger Sub Parent and Second Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Subs Sub with the provisions hereof will not, (i) conflict withwith or violate the articles of incorporation of Parent or Merger Sub, or the bylaws of Parent or Merger Sub, (ii) 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, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrances Lien in or upon any of the properties, assets or rights of Parent or Merger Subs Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Certificate of Incorporation or Bylaws of any material Contract to which Parent or First Merger SubSub is a party by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to the Certificate governmental filings and other matters referred to in Section 4.3(b), conflict with or violate any Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of Formation their respective properties or limited liability company agreement assets may be bound, except that no representation or warranty is made with respect to the Merger’s compliance with Section 7 of Second Merger Sub.the Cxxxxxx Act, 15 U.S.C. § 18 or the provisions of any antitrust or competition Laws of any jurisdiction.. (b) Except as set forth in Section 5.4(b) of the Pubco Disclosure Letter, no No consent, approval, Order order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Subs Sub in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Subs Sub or the consummation by Parent or and Merger Subs Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as required pursuant to the applicable requirements of the Exchange Act and (ii) the filing of the Articles of Merger with the California Secretary of State as required by the CCC.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, First Merger Sub Parent and Second Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Subs Sub with the provisions hereof will not, 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, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Encumbrances Lien (other than Permitted Liens) in or upon any of the properties, assets or rights of Parent or Merger Subs any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Certificate of Incorporation Parent Charter or Bylaws of Parent or First Merger SubBylaws, or (ii) the Certificate Merger Sub Charter or Merger Sub Bylaws, (iii) any Contract to which Parent or its Subsidiaries is a party or by which Parent or its Subsidiaries or any of Formation their respective properties or limited liability company agreement assets may be bound, or (iv) subject to the governmental filings and other matters referred to in Section 4.3(b), any Law applicable to Parent or its Subsidiaries or by which Parent or its Subsidiaries or any of Second Merger Subtheir respective properties or assets may be bound, except, in the case of clauses (iii) and (iv), as individually or in the aggregate, would not have a Parent Material Adverse Effect. (b) Except as set forth in Section 5.4(b) of the Pubco Disclosure Letter, no No consent, approval, Order order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or Merger Subs any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Subs or the consummation by Parent or Merger Subs of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and filings or applications that may be required under the Antitrust Laws of any non-U.S. jurisdictions, (ii) the filing of notices or applications with the Federal Communications Commission and various state public utilities commissions in connection with the transactions contemplated herein, and the grant of any such applications where required, and (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL.