No Conflicts; Approvals and Consents Sample Clauses

No Conflicts; Approvals and Consents. (a) The execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not conflict with or violate any provision of the Charter Documents of such Seller, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any breach of or loss of any rights under, constitute a default under, or require any consent of any Person pursuant to (or otherwise constitute an event that would give rise to any of the foregoing), any Contract to which such Seller is a party or by which it is bound, or (iv) result in the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of clauses (iii) or (iv), to the extent such conflicts, liabilities or Liens, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) Except for (i) compliance with, and filings under, the HSR Act and the rules and regulations thereunder, (ii) FERC Approval and (iii) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, the “Required Statutory Approvals”), no Permits are or will be required to be obtained or made by such Seller in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Approvals and Consents. The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Warrant Agreement and the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws (or other comparable charter or organizational document) of the Company or any Subsidiary; (b) conflict with or result in a violation or breach of any terms or provision of any Law or Order applicable to the Company or its Assets and Properties (other than such conflicts, violations or breaches which do not in the aggregate have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby); (c) except as do not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated hereby, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon the Company or any of its Assets or Properties under, any contract or License to which the Company is a party or by which any of its Assets and Properties is bound; or (d) require any consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Assets or Properties is bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, d...

No Conflicts; Approvals and Consents. (a) The execution and delivery of this Agreement and the Operative Agreements to which each Purchaser is a party do not, and the performance by such Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not: (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws or partnership agreement (or other comparable corporate charter document) of such Purchaser; (ii) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 3.03(a)(ii) of the Purchasers Disclosure Schedule, hereto, conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to such Purchaser or any of its Assets and Properties; or (iii) except as disclosed in Section 3.03(a)(iii) of the Purchasers Disclosure Schedule hereto, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require such Purchaser to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon such Purchaser or any of its Assets or Properties under, any Contract or License to which such Purchaser is a party or by which any of its Assets and Properties is bound. (b) Except as disclosed in Section 3.03(b) of the Purchasers Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of either Purchaser is required in connection with the execution, delivery and performance of this Agreement or the Operative Agreements to which any Purchaser is a party or the consummation of the transactions contemplated hereby or thereby.

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Duke do not, and the performance by Duke of its obligations hereunder and the consummation of the Mergers, the Duke Conversion, the Restructuring Transactions and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Duke or any of its subsidiaries or any of the Duke Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Duke or any of its subsidiaries or any of the Duke Joint Ventures, or (B) subject to the obtaining of Duke Shareholder Approval and the taking of the actions described in paragraph (ii) of this Section 3.02(d) and obtaining the Cinergy Required Statutory Approvals, (x) any laws or orders of any Governmental Authority applicable to Duke or any of its subsidiaries or any of the Duke Joint Ventures or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument to which Duke or any of its subsidiaries or any of the Duke Joint Ventures is a party or by which Duke or any of its subsidiaries or any of the Duke Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Duke. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with, and to the extent required, the declaration of effectiveness by, the SEC of (1) the Joint Proxy Statement with the SEC pursuant to the Exchange Act, (2) the Form S-4 and (3) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (D) such filings with and approvals of the NYSE to permit the shares of Company Common Stock ...

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) required under the HSR Act, the Securities Act and the Exchange Act; (B) with or to the FCC; (C) with or to those State Commissions set forth in Section 4.2(d)(i)(C) of the TWTC Disclosure Letter; and (D) with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizations, no notices, reports or other filings are required to be made by TWTC or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC or Merger Sub or any of its subsidiaries from, any domestic or foreign Governmental Authority, in connection with the execution, delivery and performance of this Agreement by TWTC or Merger Sub and the consummation by TWTC and Merger Sub of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of TWTC and its subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTC. (ii) The execution, delivery and performance of this Agreement by TWTC and Merger Sub do not, and the consummation by TWTC and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of TWTC or the comparable governing documents of Merger Sub or any of TWTC’s other subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC or Merger Sub or any of its subsidiaries pursuant to any Contract binding upon TWTC or Merger Sub or any of its subsidiaries or any Law or governmental or non-governmental permit or license to which TWTC or Merger Sub or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC or Merger Sub or any of its subsidiaries, except in the case of clause (B) and (C) as individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTC or M...

No Conflicts; Approvals and Consents. (i) The execution and delivery of this Agreement by Cinergy do not, and the performance by Cinergy of its obligations hereunder and the consummation of the Mergers and the other transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures, or (B) subject to the obtaining of Cinergy Shareholder Approval and the taking of the actions described in paragraph (ii) of this Section 3.01(d) and obtaining the Duke Required Statutory Approvals (as defined in Section 3.02(d)(ii)), (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, order, writ or decree (together, "orders"), of any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (each, a "Governmental Authority") applicable to Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, agreement, indenture, franchise, concession, contract, lease or other instrument to which Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures is a party or by which Cinergy or any of its subsidiaries or any of the Cinergy Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Cinergy. (ii) Except for (A) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"); (B) the filing with and, to the extent required, the declaration of effectiveness by the Securities and Exchange Commi...

No Conflicts; Approvals and Consents. (a) The execution and delivery by the Company of this Agreement and the Operative Agreements to which it is a party do not, and the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not: (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws (or other comparable corporate charter document) of the Company; (ii) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 2.04(a)(ii) of the Company Disclosure Schedule, conflict with or result in a violation or breach of any terms or provision of any Law or Order applicable to the Company or any of its Assets and Properties; or (iii) except as disclosed in Section 2.04(a)(iii) of the Company Disclosure Schedule, (w) conflict with or result in a violation or breach of (x) constitute (with or without notice or lapse of time or both) a default under, (y) require the Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (z) result in the creation or imposition of any Lien upon the Company or any of its Assets or Properties under, any Contract or License to which the Company is a party or by which any of its Assets and Properties is bound. (b) Except as disclosed in Section 2.04(b) of the Company Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Assets or Properties is bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the trans...

No Conflicts; Approvals and Consents. The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Note, and the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws (or other comparable corporate charter document) of the Company; (b) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 2.04(b)of the Company Disclosure Schedule, conflict with or result in a violation or breach of any terms or provision of any Law or Order applicable to the Company or its Assets and Properties; or (c) except as disclosed in Section 2.04(c) of the Company Disclosure Schedule, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon the Company or any of its Assets or Properties under, any contract or License to which the Company is a party or by which any of its Assets and Properties is bound.

No Conflicts; Approvals and Consents. The execution and delivery of this Agreement and the Registration Rights Agreement, by Purchaser does not, and the performance by Purchaser of his obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not: (i) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to Purchaser or any of his Assets and Properties; or (ii) (A) conflict with or result in a violation or breach of, (B) constitute (with or without notice or lapse of time or both) a default under, (C) require Purchaser to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (D) result in the creation or imposition of any Lien upon Purchaser or any of his Assets or Properties under, any contract, agreement or instrument to which Purchaser is a party or by which any of his Assets and Properties is bound.

No Conflicts; Approvals and Consents. The execution and delivery of this Agreement by IHM does not, and the performance by IHM of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by-laws, or other comparable corporate charter document of IHM; (ii) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to IHM or any of its Assets and Properties; or (iii) (A) conflict with or result in a violation or breach of, (B) constitute (with or without notice or lapse of time or both) a default under, (C) require IHM to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (D) result in the creation or imposition of any Lien upon IHM or any of its Assets or Properties under, any contract or License to which IHM is a party or by which any of its Assets and Properties is bound.