Common use of No Conflict; Required Filings and Consents; Certain Contracts Clause in Contracts

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, (i) conflict with or violate the articles of incorporation or bylaws or equivalent organizational documents of the Company or REI Barbados, (ii) subject to the making of the filings and obtaining the approvals identified in Section 4.5(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or REI Barbados or by which any property or asset of the Company or REI Barbados is bound or affected or, directly or indirectly, result in any of the consequences referred to in subsection (a) of Exhibit A hereto, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, REI Barbados or the Surviving Corporation) or modification in a manner materially adverse to the Company and REI Barbados of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or REI Barbados pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation, whether written or oral (collectively, "Contracts"), to which the Company or REI Barbados is a party or by which the Company or REI Barbados or any property or asset of the Company or REI Barbados is bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) The execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity"), except (i) for (A) applicable requirements of the Exchange Act and state securities or "blue sky" laws ("Blue Sky Laws"), (B) 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 (C) the Merger Filing, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as set forth in Section 4.5(c) of the Company Disclosure Letter or in the Contracts filed (or incorporated) as exhibits to the Company's Annual Report on Form 10-K for the year ended January 3, 1999 or the other Company SEC Reports (as defined in Section 4.7) filed thereafter, there are no Contracts to which the Company is a party or by which the Company or any asset of the Company is bound, which by its terms limits in any material respect the ability of the Company or, after consummation of the Transactions, would by its terms limit in any material respect the ability of the Parent or any of its affiliates, to engage in any business in any area or for any period.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the The execution and delivery of this Agreement and the Ancillary Documents by the Company do Cerulean does not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company Cerulean will not, , (i) except as set forth in Schedule 4.5 to the Company Disclosure Schedule, conflict with, result in a breach of, cause a dissolution or require the consent or approval of any Person under, or violate any provision of, the Organizational Documents of Cerulean or any of its Subsidiaries, (ii) require any consent, approval, authorization or permit of, or filing with or violate the articles of incorporation or bylaws or equivalent organizational documents notification to, any Governmental Authority, except for (A) applicable requirements of the Company or REI BarbadosHart- Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (as amended, the "HSR Act"), including any rules and regulations promulgated thereunder, (iiB) the Merger Filing, (C) the Company Stockholder Approval, (D) such consents, authorizations, filings, approvals and registrations required under contracts with Governmental Authorities for the purchase or sale of the Company's product and services entered into the ordinary course of business, and (E) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not result in a Material Adverse Effect on Cerulean or Aether, (iii) subject to the making of the filings and obtaining the approvals identified in Section 4.5(bclause (ii), conflict with or violate any lawLaw, order, judgment, rule, regulation, orderordinance, judgment writ, injunction or decree (collectively, "Laws") applicable to the Company Cerulean or REI Barbados any of its Subsidiaries or by which any property or asset of the Company Cerulean or REI Barbados any Subsidiary is bound or affected oraffected, directly which conflict or indirectly, violation would result in any of a Material Adverse Effect on Cerulean or the consequences referred Surviving Corporation, or (iv) except as set forth in Schedule 4.5 to in subsection (a) of Exhibit A heretothe Company Disclosure Schedule, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, REI Barbados Cerulean or the Surviving Corporation) any of its Subsidiaries or modification in a manner materially adverse to the Company and REI Barbados Cerulean or any of its Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a Lien or other encumbrance on any Company Capital Stock or any material property or asset of the Company Cerulean or REI Barbados any Subsidiary of Cerulean pursuant to, any noteContract of Cerulean, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, except (A) arising under any Contract for the purchase or other instrument sale of the Company's products or obligation, whether written services entered into in the ordinary course of business or oral (collectively, "Contracts"B), to which the Company or REI Barbados is a party or by which the Company or REI Barbados or any property or asset of the Company or REI Barbados is bound or affectedin each case, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which as would not, individually or in the aggregate, aggregate have a Company Material Adverse EffectEffect on Cerulean. The notices, consents or approvals, filings or registrations, and expirations or terminations of waiting periods referred to in clauses (ii)(A)-(ii)(C) above are hereinafter referred to as the "Requisite Regulatory Approvals." (b) The execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity"), except (i) for (A) applicable requirements of the Exchange Act and state securities or "blue sky" laws ("Blue Sky Laws"), (B) 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 (C) the Merger Filing, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as set forth in Section 4.5(c) Schedule 4.5 of the Company Disclosure Letter or in the Contracts filed (or incorporated) as exhibits to the Company's Annual Report on Form 10-K for the year ended January 3, 1999 or the other Company SEC Reports (as defined in Section 4.7) filed thereafterSchedule, there are no Contracts to which the Company Cerulean or any Subsidiary of Cerulean is a party or by which the Company Cerulean or any Subsidiary of Cerulean or any asset of the Company Cerulean or any Subsidiary of Cerulean is bound, which by its terms materially limits in any material respect the ability of the Company orCerulean or any Subsidiary of Cerulean, or after consummation of the Transactions, would by its terms materially limit in any material respect the ability of the Parent Aether or any of its affiliatesAffiliates, to engage in any business in any area or for any period.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Section 4.5(a) 3.4 of the Company Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, (i) conflict with or violate the articles certificate of incorporation or bylaws by-laws or equivalent organizational documents of the Company or REI Barbadosany Material Company Subsidiary, (ii) subject to the making of the filings and obtaining the approvals identified in Section 4.5(b3.4(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or REI Barbados any Material Company Subsidiary or by which any property or asset of the Company or REI Barbados any Material Company Subsidiary is bound or affected or, directly or indirectly, result in any of the consequences referred to in subsection (a) of Exhibit A heretoaffected, or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, REI Barbados any such Material Company Subsidiary or the Surviving Corporation) or modification in a manner materially adverse to the Company and REI Barbados the Company Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a Lien or any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrance encumbrances of any nature whatsoever (collectively, "Liens") on any property or asset of the Company or REI Barbados any Material Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation, whether written or oral obligation (collectively, "Contracts"), to which the Company or REI Barbados any Company Subsidiary is a party or by which the Company or REI Barbados any Material Company Subsidiary or any property or asset of the Company or REI Barbados any Material Company Subsidiary is bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or delay in any material respect consummation of the Transactions, or otherwise, individually or in the aggregate, prevent the Company from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) The execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity"), except (i) for (A) applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), and state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the pre-merger notification requirements of the XxxxHart- Scott-Xxxxx-Xxxxxx Rodino Antitrust Improvements Act of 1976xx 0000, as amendedxx xxxxxed, and the rules and regulations thereunder (the "HSR Act"), (C) approval of the Transactions by the Federal Communications Commission (the "FCC") under the Communications Act of 1934, as amended (the "Communications Act"), and the rules and regulations of the FCC promulgated thereunder (the "FCC Rules"), and (CD) the Merger Filing, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as set forth in Section 4.5(c) of the Company Disclosure Letter or in the Contracts filed (or incorporated) as exhibits to the Company's Annual Report on Form 10-K for the year ended January 3, 1999 or the other Company SEC Reports (as defined in Section 4.7) filed thereafter, there are no Contracts to which the Company is a party or by which the Company or any asset of the Company is bound, which by its terms limits in any material respect the ability of the Company or, after consummation of the Transactions, would by its terms limit in any material respect the ability of the Parent or any of its affiliates, to engage in any business in any area or for any period.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Section 4.5(a3.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, (i) conflict with or violate the articles certificate of incorporation or bylaws or equivalent organizational documents of the Company or REI Barbadosany Material Company Subsidiary, (ii) subject to the making of the filings and obtaining the approvals identified in Section 4.5(b3.5(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or REI Barbados any Company Subsidiary or by which any property or asset of the Company or REI Barbados any Company Subsidiary is bound or affected or, directly or indirectly, result in any of the consequences referred to in subsection (a) of Exhibit A heretoaffected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, REI Barbados any such Company Subsidiary or the Surviving Corporation) or modification in a manner materially adverse to the Company and REI Barbados the Company Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or REI Barbados any Company Subsidiary pursuant to, any (A) Material Distribution Agreement (as defined in Section 3.20 of the Company Disclosure Letter) or (B) note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation, whether written or oral including, without limitation, the Program Licenses (collectivelyas defined in Section 3.20) (collectively with the Distribution Agreements (as defined in Section 3.20), "Contracts") or (C) Company Plans (as defined in Section 3.11), to which the Company or REI Barbados any Company Subsidiary is a party or by which the Company or REI Barbados any Company Subsidiary or any property or asset of the Company or REI Barbados any Company Subsidiary is bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would notwhich, individually or in the aggregate, would not or would not reasonably be expected to have a Company Material Adverse Effect. (b) The execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, require any consent, order, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity"), except (i) for (A) applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), and state securities or "blue sky" laws ("Blue Sky Laws"), (B) 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 (C) the Merger Filing, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, would not or would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as set forth in Section 4.5(c3.5(c) of the Company Disclosure Letter or in the Contracts filed (or incorporated) as exhibits to the Company's Annual Report on Form 10-K for the year ended January 3, 1999 or the other Company SEC Reports (as defined in Section 4.7) filed thereafterLetter, there are no Contracts to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any asset of the Company or any Company Subsidiary is bound, which by its terms limits in any material respect the ability of the Company or any Company Subsidiary or, after consummation of the Transactions, would by its terms limit in any material respect the ability of the Parent or any of its affiliates, to engage in any business in any area or for any period.