Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Acquisition Sub of this Agreement does and each Transaction Agreement to which it is a party, do not, and the performance by it execution of its obligations hereunder the Parent Voting Agreement does not and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Subsidiary of its subsidiaries under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of Parent or any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)of its subsidiaries, (ii) subject to effectiveness of the Parent Facility Amendments (as defined in Section 4.07) as contemplated by the Parent Consent Letter (as defined in Section 4.07), any material Contract to which the Company Parent or any Company Subsidiary of its subsidiaries is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or Law, in each case, material Law applicable to the Company Parent or any Company Subsidiary of its subsidiaries or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not be reasonably be expected likely to have have, a Company material adverse effect on Parent (a “Parent Material Adverse Effect Effect”) (it being agreed that excluding for purposes of this Section 4.05(a)4.04(a) and the application of Section 7.03(a) hereto, effects resulting from or arising in connection with the matters set forth in clause (iva)(iii) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergermaterial adverse effect”). (b) No Consent of or fromof, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent or Acquisition Sub is a party or the consummation of the Transactions to which Parent or Acquisition Sub is a party or in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Parent Voting Agreement, other than (i) compliance with and filings under (A) the filing with HSR Act, (B) the SEC Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the Proxy Statement in definitive formTSE, (F) the JCL and (BG) the CRL, (ii) the filing with the SEC of such reports under, and such other compliance with, under the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsTransactions, (iii) the filing with the Bureau of the Japanese Information Statement as may be required under the SEL in connection with the Parent Stock Purchase Agreement, the other Transaction Agreements, the Parent Stock Acquisition and the other Transactions, (iv) 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 the other jurisdictions in which Parent and the Company are is qualified to do business, (ivv) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreementthe taxes described in Section 6.09, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) filings under any applicable state takeover Law and (viii) such other matters items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably be expected likely to have a Company Parent Material Adverse Effect (it being agreed that excluding for purposes of this Section 4.05(b)4.04(b) and the application of Section 7.03(a) hereto, effects resulting from or arising in connection with the matters set forth in clause (iva)(iii) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergermaterial adverse effect”).

No Conflicts; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement does and the other Ancillary Documents by Parent and Merger Sub do not, and the consummation of the Merger and the Transactions will not, (i) breach, violate or conflict with the certificate of incorporation, bylaws or other governing documents of Parent, the certificate of incorporation or bylaws of Merger Sub, (ii) assuming that all Consents and filings contemplated by Section 4.04(b) have been obtained or made (as applicable), conflict with, breach or violate any Law applicable to Parent or Merger Sub in any material respect, or (iii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default), result in the termination of, accelerate the performance required by, result in a right of termination or acceleration, or require a Consent pursuant to, any material Contracts to which Parent or Merger Sub is a party or by it which Parent or Merger Sub or their respective properties are bound, except, in the case of its obligations hereunder clause (iii), for any such conflict, violation, breach, default, loss, right or other occurrence which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement and the other Ancillary Documents by each of Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated Transactions by this Agreement each of Parent and Merger Sub do not and will notnot require any Consent of, conflict or registration, notice or filing with, or result in any violation of or default (with or without notice or lapse of timeGovernmental Entity, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of except for (i) the Company Charterapplicable requirements, the Company By-laws or the comparable charter or organizational documents if any, of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunderpromulgated thereunder and state securities, as may be required in connection with this Agreement, the Merger takeover and the other transactions contemplated by this Agreement“blue sky” laws, (ii) compliance with and filings under the HSR Act, Act and any other Antitrust Law or any FDI Law set forth on Section 4.04(b) of the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsCompany Disclosure Letter, (iii) compliance with the applicable requirements of Nasdaq, (iv) 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 the other jurisdictions in which Parent Certificate of Merger as required by the DGCL, and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) any such Consents fromconsent, approval, authorization, permit, action, filing or registrations, declarations, notices notification the failure of which to make or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and obtain would not reasonably be expected to have be material to Parent and its Subsidiaries, taken as a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerwhole.

No Conflicts; Consents. (a) The execution and delivery by the Company each Ashland Party of this each Transaction Agreement does to which it is a party do not, the execution and the performance by delivery of each Ancillary Agreement to which it of its obligations hereunder is specified to be a party will not, and the consummation of the Merger Transactions to be consummated by it under the Transaction Agreements and the other transactions contemplated by this Agreement Ancillary Agreements and compliance with the terms of the Transaction Agreements and the Ancillary Agreements will not, conflict with, or result in any breach or violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Ashland or any Company Ashland Subsidiary under, any provision of (i) the Company Ashland Charter, the Company Ashland By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Ashland Subsidiary, (ii) any Contract contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract") to which the Company Ashland or any Company Ashland Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b6.05(b), any Judgment judgment, order or decree ("Judgment") or statute, law, ordinance, rule or regulation ("Law, in each case, ") applicable to the Company Ashland or any Company Ashland Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect material adverse effect on the ability of any Ashland Party to perform its obligations under the Transaction Agreements and the Ancillary Agreements or on the ability of any Ashland Party to consummate the Transactions (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “an "Ashland Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger"). (b) No Consent of consent, approval, license, permit, order or fromauthorization ("Consent") of, or registration, declaration, notice declaration or filing made to with, or with permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity Entity"), is required to be obtained or made by or with respect to the Company Ashland or any Company Ashland Subsidiary in connection with the execution execution, delivery and delivery performance of this any Transaction Agreement or its performance of its obligations hereunder Ancillary Agreement or the consummation of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (Axxx "XXX Xxx"), (ii) the filing with the SEC Securities and Exchange Commission (the "SEC") of (A) a joint registration statement on Form S-4 (the Proxy Statement "Ashland Form S- 4") in definitive formconnection with the issuance by HoldCo of HoldCo Common Stock in connection with the Reorganization Merger (the "HoldCo Share Issuance") and the issuance by New Ashland Inc. of New Ashland Inc. Common Stock in the Acquisition Merger (the "New Ashland Inc. Share Issuance"), and (B) a registration statement on Form S-4 (the filing "Marathon Form S-4" and, together with the SEC Ashland Form S-4, the "Forms S-4") in connection with the issuance by Marathon of Marathon Common Stock in connection with the Acquisition Merger (the "Marathon Share Issuance"), (C) a proxy or information statement relating to the approval of the Transaction Agreements and the Transactions by Ashland's shareholders (the "Proxy Statement") and (D) such reports under, under Sections 13 and such other compliance with, 16 of the Securities Exchange Act and of 1934, as amended (the Securities "Exchange Act, and the rules and regulations thereunder"), as may be required in connection with this Agreementthe Transaction Agreements, the Merger and Ancillary Agreements or the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsTransactions, (iii) (A) the filing of the Reorganization Articles of Merger with the Secretary of State of the Commonwealth of Kentucky, (B) the filing of the Conversion Articles of Merger with the Secretary of State of the Commonwealth of Kentucky, (C) the filing of the Acquisition Certificate of Merger with the Secretary of State of the State of Delaware and (D) appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are Ashland is qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger Taxes and (viiv) such other matters Consents, registrations, declarations, filings and permits (A) required solely by reason of the participation of any Marathon Party (as opposed to any third party) in the Transactions or (B) the failure of which to obtain or make that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “an Ashland Material Adverse Effect” . (c) Ashland and the Ashland Board have taken all action necessary to (i) render the Ashland Rights inapplicable to the Transaction Agreements, the Ancillary Agreements and the Transactions; and (ii) ensure that (A) none of the Marathon Parties, nor any of their affiliates or associates, is or will become an "Acquiring Person" (as defined in the Ashland Rights Agreement) by reason of the Transaction Agreements, the Ancillary Agreements or the Transactions and (B) a "Distribution Date" (as defined in the Ashland Rights Agreement) shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation occur by reason of the MergerTransaction Agreements, the Ancillary Agreements or the Transactions.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Merger Sub of this Agreement does not, and the performance by it each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of (i) the Company CharterParent Articles, the Company Parent By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Parent Subsidiary, (ii) any Contract contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (a “Contract”) to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Parent Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b3.05(b), any Judgment judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a3.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent consent, approval, clearance, waiver, Permit or order (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC Securities and Exchange Commission (the “SEC”), and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S-4 in connection with the issuance by Parent of the Stock Consideration, in which the Proxy Statement in definitive formwill be included as a prospectus (the “Form S-4”), and (B) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the regulations under the Indian Competition Law Act of 2002 regarding mergers and acquisitions anticipated to come into effect on June 1, 2011 (the “Indian Competition Law”) (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC Federal Communications Commission (the “FCC”) or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect to mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Merger and the listing of the Stock Consideration and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b3.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Sun of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger Mergers and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a requirement to obtain any Consent or a right of payment, termination, cancellation or acceleration of any obligation, any obligation to make or to enable any third party to make, an offer to purchase or redeem any Indebtedness or capital stock Capital Stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Sun or any Company Subsidiary Sun Subsidiary, or give any Person the ability to materially delay or impede the ability of Sun to consummate the Sun Merger, under, any provision of (i) the Company Charter, the Company By-laws Sun Articles or the comparable charter or organizational documents of any Company Sun Subsidiary (assuming that the Company Stockholder Sun Shareholder Approval is obtained), ; (ii) any Contract to which the Company Sun or any Company Sun Subsidiary is a party or by which any of their respective properties or assets is bound and which would be considered a Sun Material Contract or any Company Permit that would otherwise reasonably be expected to be material to Sun and the Sun Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 4.05(b4.6(b), any Judgment or Law, in each case, applicable to the Company Sun or any Company Sun Subsidiary or their respective properties or assets (assuming that the Company Stockholder Sun Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually except for such Judgments or in the aggregate, have not had and Laws that would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Sun Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Sun or any Company Sun Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger Mergers and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Joint Proxy Statement in definitive form, Statement; and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act Act, and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger Mergers and the other transactions contemplated by this Agreement, ; (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, ; (iii) the filing of the Sun Merger Proposal with the Companies Registrar and all other such notices or filings required under the Israeli Companies Law with respect to the consummation of the Sun Merger and the issuance of the Sun Certificate of Merger with by the Secretary of State of the State of Delaware Companies Registrar and appropriate documents with the relevant authorities of the other jurisdictions in which Parent Sun and the Company Trident are qualified to do business, ; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, ; (v) such Consents from, or registrations, declarations, notices or filings made to or with, with NASDAQ and the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case NYSE as may be are required in connection with this Agreement, the Merger or Mergers and the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, hereby; (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and IIA Notice; (vii) the application for and receipt of the ISA Offering No-Action Letter; (viii) if applicable, filings with, and approval by, the Investment Center of the change in ownership of Sun to be effected by the Sun Merger (the “Investment Center Approval”); (ix) such other matters thatConsents the absence of which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Sun Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergers; and (x) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Sun Merger.

No Conflicts; Consents. (a) The Except as set forth on Schedule 2.2 hereto, neither the execution and delivery by the Company of this Agreement does notby Seller, and the performance by it of its obligations hereunder and nor the consummation of the Merger and the other transactions contemplated by this Agreement hereby will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, under any provision of (i) the Company Charter, the Company Byrespective certificates of incorporation or by-laws of Seller or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Subsidiaries, (ii) any Contract note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Seller or the Company or any Company Subsidiary Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b)any judgment, any Judgment order or Lawdecree, in each caseor statute, law, ordinance, rule or regulation, applicable to Seller or the Company Subsidiaries or any Company Subsidiary or of their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other thanassets, in the each case of clauses (ii) and (iii) aboveexcept for any such conflict, any matters thatviolation, individually default or in the aggregate, have not had and right which would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes material adverse effect on the business, assets, financial condition, or results of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) operations of the definition of the term “Subsidiaries taken as a whole (a "Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred "). No consent, approval, license, permit, order or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or fromauthorization of, or registration, declaration, notice declaration or filing made to with, any Federal, state, local or with foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other regulatory or self- regulatory body or association (each, a "Governmental Entity Entity") is required to be obtained or made by Seller or with respect to the Company or any Company Subsidiary Subsidiaries in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, hereby other than (iv) (A) the filing filings with the SEC South Dakota Division of Banks and the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance withappropriate federal banking agency(ies), the Securities and Exchange Act Commission (the "SEC") and the Securities Act, and the rules and regulations thereunder, as state securities or "blue sky" commission or similar body in each state where such filing may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreementnecessary, (iiw) compliance with and filings under the HSR ActHart-Scott- Rodino Antitrust Improvements Act of 1976, the Indian Competition Law as amended (if requiredxxx "XXX Xct"), and such other Consents, registrations, declarations, notices or filings (x) as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Lawsset forth on Schedule 2.2 hereto, (iiiy) the filing as become applicable solely as a result of the Certificate specific regulatory status of Merger with the Secretary of State of the State of Delaware Purchaser and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger its affiliates and (viiz) such other matters that, individually those the failure of which to make or in the aggregate, have not had and obtain would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Parent and Merger Sub of this Agreement does do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the terms hereof will not, conflict with, or result in any violation of 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 cancelation or acceleration of any obligation, any material obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Company or any Company Subsidiary Parent Subsidiaries under, any provision of (i) the Company Charter, the Company By-laws Parent’s Organizational Documents or the comparable charter or organizational documents Organizational Documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Parent Subsidiaries, (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b5.6(b), any Judgment or Law, in each case, Law applicable to Parent or the Company or any Company Subsidiary Parent Subsidiaries or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters thatsuch items that would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a5.6(a), effects resulting from or arising in connection with the matters set forth in clause (ivG) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger). (b) No Consent of or fromof, or registration, declaration, notice notice, notification, submission or filing made to or with with, any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) compliance with and filings under the HSR Act, (A) the filing with the SEC of the Proxy Statement in definitive form, and (Bii) the filing with the SEC of such reports underregistration statements, reports, schedules and such statements, or the taking of, other compliance with, actions under the Exchange Act and the Securities Act, and the rules and regulations thereunder, Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Lawshereby, (iii) 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 the other jurisdictions in which Parent and the Company Merger Sub are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are may be required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance rules and regulations of the Stock Consideration, NYSE and (v) such Consents from, or registrations, declarations, notices or filings made other items (A) required solely by reason of the participation of the Company (as opposed to or with, any third Person) in the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations hereby or changes in control (B) that the failure of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required which to permit the consummation of the Merger and (vii) such other matters thatobtain or make would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b5.6(b), effects resulting from or arising in connection with the matters set forth in clause (ivG) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger).

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does by each of Parent and Seller do not, and the execution and delivery of each Ancillary Agreement to which it is a party, the performance by it Parent and Seller of its obligations hereunder and thereunder and the consummation by Parent and Seller of the Merger and the other transactions contemplated by this Agreement will nothereby and thereby (in each case, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, (i) underviolate the provisions of any of the Charter Documents of Parent or Seller, (ii) except as set forth in Section 4.3(a) of the Seller Disclosure Schedule, violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Assigned Contract or other material Contract to which Parent, Seller or any of the Purchased Assets are bound and subject, in each case in any material respect, (iii) violate or conflict with any Law, Authorization or Order applicable to Parent or Seller, or give rise any Governmental Entity or other Person the right to a right challenge any of terminationthe transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, cancellation obtain any relief under or acceleration of revoke or otherwise modify any obligationrights held under, any obligation to make an offer to purchase such Law, Authorization or redeem Order, in each case in any Indebtedness or capital stock or any loss of a material benefit underrespect, or (iv) result in the creation of any Lien Liens upon any of the properties or assets Purchased Assets. Section 4.3(a) of the Company or any Company Subsidiary underSeller Disclosure Schedule sets forth all material consents, any provision of (i) the Company Charterwaivers, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings assignments and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming approvals and actions that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising are required in connection with the matters set forth in clause transactions contemplated by this Agreement under any Assigned Contract (iv) of the definition of the term collectively, “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerConsents”). (b) No Consent of Authorization or fromOrder of, registration, declaration or filing with, or registrationnotice to, declaration, notice or filing made to or with any Governmental Entity or other Person, is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary Seller in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the Ancillary Agreements and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive formexcept for such Authorizations, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, filings and notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, under the Merger HSR Act and the Other Antitrust Laws or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations rules of FINRA or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ New York Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerExchange.

No Conflicts; Consents. (a) The execution and delivery by the Company Parent and Merger Sub of this Agreement does do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the terms hereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation, any material obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Company or any Company Subsidiary Parent Subsidiaries under, any provision of (i) the Company Charter, the Company By-laws Organizational Documents of Parent or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Parent Subsidiary, (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b5.5(b), any Judgment or Law, in each case, Law applicable to Parent or the Company or any Company Subsidiary Parent Subsidiaries or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters thatsuch items that would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or fromof, or registration, declaration, notice declaration or filing made to with, or with permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) compliance with and filings under the HSR Act, (Aii) the filing with the SEC of (A) the Proxy Statement in definitive formRegistration Statement, and (B) the filing with the SEC of Joint Proxy Statement and (C) such reports under, and such other compliance with, under the Exchange Act and the Securities Act, and the rules and regulations thereunder, Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Lawshereby, (iii) 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 the other jurisdictions in which Parent and the Company are or Merger Sub is qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are may be required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance rules and regulations of the Stock Consideration, NYSE and (v) such Consents from, other items that the failure of which to obtain or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may make would not reasonably be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatexpected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Acquirer of this Agreement does not, and the performance consummation by it of its obligations hereunder and the consummation Acquirer of the Merger and Transactions will not (i) violate any Law or Judgment in each case applicable to Acquirer or any other member of the other transactions contemplated Acquirer Group or by this Agreement will notwhich any of their respective property is bound, conflict with(ii) violate the certificate of incorporation or by-laws (or comparable organizational documents) of Acquirer, or (iii) result in any violation breach of or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of termination, termination or cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit underof, or result in the creation of any a Lien upon (other than a Permitted Lien) on any of the properties or assets of the Company or any Company Subsidiary underAcquirer pursuant to, any provision of any contract (i) the Company Charter, the Company By-laws whether written or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtainedoral), (ii) any Contract lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument or permit to which the Company or any Company Subsidiary Acquirer is a party or by which any of their respective its properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b)bound, any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, except in the case of clauses (iii) and (iiiii) above, any matters that, individually or in the aggregate, have not had and for failures which would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising result in connection with the matters set forth in clause (iv) of the definition of the term “an Acquirer Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) . No Consent of or fromof, or registration, declaration, notice declaration or filing made to with, or with permit from any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary Acquirer in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder thereby or the consummation of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) (A) the filing with the SEC of (A) the Proxy Statement in definitive form, Schedule 13E-3 and (B) the filing with the SEC of such reports under, under Sections 13 and such other compliance with, 16 of the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this AgreementTransactions, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, (iii) requirements, if any, under Competition Laws, and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes Taxes described in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger6.08.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Merger Sub of this Agreement does and each Transaction Agreement to which it is a party, do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Subsidiary Merger Sub under, any provision of (i) the Company CharterParent Charter (subject to the approval, filing and effectiveness of the Charter Amendment), the Company By-laws Parent Bylaws or the comparable charter or organizational documents bylaws of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Merger Sub, (ii) any Contract to which the Company Parent or any Company Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, Law applicable to the Company Parent or any Company Subsidiary Merger Sub or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerassets. (b) No Consent of or fromof, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder any Transaction Agreement to which Parent or Merger Sub is a party or the consummation of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, if applicable, (ii) the Indian Competition Law filing with the SEC of (if required)A) the Proxy Statement and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and such the other ConsentsTransaction Agreements, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Lawsthe Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of the State of Delaware and appropriate documents Charter Amendment with the relevant authorities Delaware Secretary of the other jurisdictions in which Parent State, and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatitems, individually or in the aggregate, have as are not had and would not reasonably be expected material to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerTransactions.

No Conflicts; Consents. (a) The Neither the execution and delivery by the Company Oakwood of this Agreement does not, and the performance by it of its obligations hereunder and related documents nor the consummation of the Merger transactions contemplated hereby or thereby, nor compliance by Oakwood with any of the provisions hereof or thereof, will, assuming that the Oakwood Regulatory Approvals and the other transactions contemplated by this Agreement will notOakwood Shareholder Approval are duly obtained, (i) violate, conflict with, or result in a breach of any violation of provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give rise to result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination, cancellation termination or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit underof, or result in the creation of any Lien lien, charge or encumbrance upon any of the material properties or assets of Oakwood or any of its Subsidiaries under any of the terms, conditions or provisions of (1) the Organizational Documents of Oakwood or any of its Subsidiaries or (2) except as set forth in Section 3.4(a) of the Oakwood Disclosure Schedules, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Oakwood or any of its Subsidiaries is a party or by which it may be bound, or to which Oakwood or any of its Subsidiaries or any of the properties or assets of the Company Oakwood or any Company Subsidiary underof its Subsidiaries may be subject, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) violate any Contract to which the Company law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any Company Subsidiary is a party judgment, ruling, order, writ, injunction or by which decree applicable to Oakwood or any of its Subsidiaries or any of their respective properties or assets is bound or any Company Permit or assets, except, with respect to clause (iiii)(2) subject to the filings and other matters referred to in Section 4.05(bclause (ii), any Judgment for such violations, conflicts, breaches or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, defaults which either individually or in the aggregate, have not had and aggregate would not have or be reasonably be expected likely to have a Company Material Adverse Effect (it being agreed that for purposes on Oakwood or any of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerits Subsidiaries. (b) No Consent Except for the Oakwood Regulatory Approvals, the Oakwood Shareholder Approval and as set forth in Section 3.4(b) of the Oakwood Disclosure Schedules (the items so set forth therein collectively, the “Required Consents”), and except where the failure to make or fromobtain such consents, approvals, notices, licenses, permits, orders, registrations, declarations, or filings either individually or in the aggregate would not have or be reasonably likely to have a Material Adverse Effect on Oakwood or any of its Subsidiaries, no consent, approval, notice, license, permit, order or authorization of or registration, declaration, notice declaration or filing made to or with any Governmental Entity Person is required to be obtained or made by or with respect to the Company Oakwood or any Company Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the related documents to which they are a party and the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, hereby and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerthereby.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does do not, and the performance by it of its obligations hereunder and the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement Transactions and the Financing and compliance with and performance of the terms hereof and thereof will not, conflict with, or not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent or any right of termination, cancellation cancellation, acceleration or acceleration material modification of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit underright, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or and organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Subsidiary, (ii) any Contract or Company Benefit Plan to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b3.04(b), any Judgment or Law, in each case, Law applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with materially impair the matters set forth in clause (iv) ability of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred to perform its obligations hereunder or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or unreasonably delay the consummation of any of the MergerTransactions or the Financing, assuming the Financing is completed as set forth in the Financing Letter. (b) No Consent of consent, approval, waiver, license, permit, franchise, authorization or fromJudgment (“Consent”) of, or registration, declaration, notice notice, report, submission or other filing made to or with (“Filing”) with, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution execution, delivery and delivery of this Agreement or its performance of its obligations hereunder hereof or the consummation of the Merger and Transactions or the other transactions contemplated ownership by this AgreementParent of the Surviving Corporation following the Closing, other than (i) compliance with, and Filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (Athe “HSR Act”) and any Filings required under other applicable Regulatory Laws, (ii) the filing with the SEC of (A) the registration statement on Form S-4 in connection with the Share Issuance (together with any amendment or supplements thereto, the “Form S-4”) and the Joint Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, under the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and Merger, the Subsequent Merger, the other transactions contemplated by this AgreementTransactions, (iiiii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings Filings as are required to be made under US state securities or obtained under any foreign antitrust, competition, trade regulation “blue sky” Laws or similar Lawssecurities Laws of jurisdictions other than the United States, (iiiiv) the filing of the Certificate of Merger and the filing of the certificate of merger in connection with the Subsequent Merger, in each case with the Secretary of State of the State of Delaware Delaware, and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such other Consents from, and Filings the failure of which to obtain or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have make has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with materially impair the matters set forth in clause (iv) ability of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred to perform its obligations hereunder or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or unreasonably delay the consummation of any of the MergerTransactions.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Parent and Merger Sub does not, and the performance by it Parent and Merger Sub of its their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the Parent Stockholder Approval is obtained and that Parent, in its capacity as sole stockholder of Merger Sub, adopts this Agreement), (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.05(b4.5(b), any Judgment or Law, in each case, applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Parent Stockholder Approval is obtainedobtained and that Parent, in its capacity as sole stockholder of Merger Sub, adopts this Agreement), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a4.5(a), effects resulting from or arising in connection with the matters execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect” ”, shall not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such effects were not otherwise excluded from determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergertransactions contemplated hereby. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing with the SEC of the Joint Proxy Statement Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Form S-4, and (BC) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, (ii) compliance with and filings under the HSR Act, (iii) the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsParent Stockholder Approval, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (ivv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Parent Common Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case be issued as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generallyConsideration, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued as the Merger Consideration and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b4.5(b), effects resulting from or arising in connection with the matters execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect” ”, shall not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such effects were not otherwise excluded from determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergertransactions contemplated hereby.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Merger Sub of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby will not, (i) conflict with or result in any violation of any provision of the Parent Articles, the Parent Regulations or the comparable charter, bylaws or other organizational documents of any Parent Subsidiary, (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligationof, give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock stock, voting securities or equity interests or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of legally binding contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (ia “Contract”) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Parent Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b3.05(b), conflict with or result in any Judgment violation of any judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent consent, approval, clearance, waiver, authorization, waiting period expiration, Permit or order (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing with the SEC Securities and Exchange Commission (the “SEC”), and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S‑4 in connection with the issuance by Parent of the Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration, in which the Proxy Statement in definitive formwill be included as a prospectus (the “Form S‑4”), and (BC) the filing with the SEC of such reports and other filings under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the Indian Competition Law (if required”), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) the filing of the Certificate of Merger with the Secretary of State of pursuant to the State of Delaware DGCL and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws Laws of various states in connection with the issuance of the Stock Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC U.S. Federal Communications Commission or any other successor Governmental Entities Entity (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case the “FCC”) as may be are required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generallyhereby (the “Parent FCC Consents”), (vi) such Consents from, or registrations, declarations, notices or filings made to or with, state public service or state public utility commissions (collectively, “State Regulators”) as are required in connection with the transactions contemplated hereby (the “Parent PSC Consents”), (vii) such Consents from, or registrations, declarations, notices or filings made to or with, governments of counties, municipalities and any other subdivisions of a United States state (collectively, “Localities”) in connection with the provision of telecommunication and media services as are required in connection with the transactions contemplated hereby (the “Parent Local Consents”), (viii) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation listing of the Merger Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration and (viiix) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and Neither the execution, delivery or performance by the Company Buyer of this Agreement does notor any Ancillary Agreements to which it or its Subsidiary is or will be a party, and the performance by it of its obligations hereunder and nor the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby will not, conflict with, or result in any violation of or default (with or without notice or lapse of timetime or both): (i) result in a violation or breach of, or material default under, any provision of the Organizational Documents of Buyer or a Subsidiary of Buyer; (ii) result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated hereby or thereby under, any Law or Order applicable to Buyer (or its properties, assets or business); (iii) (A) result in a violation or breach of, (B) constitute a default or an event that (with or without notice or lapse of time or both) would constitute a default under, or give rise to a right of termination, cancellation or (C) result in the acceleration of or create in any obligationparty the right to accelerate, terminate or cancel or (D) require the Consent of, or the giving of notice to, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit other Person under, or result in the creation of any Lien upon Encumbrance pursuant to, any of the properties or assets of the Company material Contract or any Company Subsidiary underPermit affecting the properties, any provision assets or business of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, Buyer; except in the case of clauses (ii) and (iii) abovewhere such conflict, any matters thatviolation, individually breach, event of default or other result described in the aggregate, have not had and such clauses would not reasonably be expected to have be material to Buyer and its Subsidiaries, taken as a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a)whole, effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation ability of Buyer and its Subsidiaries to consummate the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, the Ancillary Agreements. (vib) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) Except as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have be material to Buyer and its Subsidiaries, taken as a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b)whole, effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the ability of Buyer and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, no Consent, Permit, declaration or filing with, or notice to, any Governmental Body is required by or with respect to Buyer or its properties, assets or business in connection with the execution and delivery of this Agreement or any Ancillary Agreements or the consummation by Buyer of the Mergertransactions contemplated hereby and thereby.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Merger Sub of this Agreement and the Statutory Merger Agreement does not, and the performance by it each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or (solely with respect to clause (ii)) give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent, Merger Sub or any Company Subsidiary of their respective Affiliates under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter governing or organizational documents of Parent, Merger Sub or any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), of their respective Affiliates; (ii) any Contract to which the Company Parent, Merger Sub or any Company Subsidiary of their respective Affiliates is a party or by which any of their respective properties or assets is bound or any Company Permit bound; or (iii) subject to the filings and other matters referred to in Section 4.05(b4.03(b), any Permit, Judgment or Law, in each case, applicable to the Company Parent, Merger Sub or any Company Subsidiary of their respective Affiliates or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent, Merger Sub or any Company Subsidiary of their respective Affiliates in connection with the execution and delivery of this Agreement or the Statutory Merger Agreement or its performance of its obligations hereunder or thereunder or the consummation of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), B) approvals and filings under all other Required Regulatory Approvals and (C) such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign non-U.S. antitrust, competition, trade regulation regulation, foreign investment or similar Laws, Laws in order to complete the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement; (ii) executing and delivering the Statutory Merger Agreement; (iii) the filing of the Certificate of Merger Application with the Secretary of State of Registrar pursuant to the State of Delaware Bermuda Companies Act and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, ; and (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Parent and Merger Sub of this Agreement does do not, and the performance consummation by it of its obligations hereunder Parent and the consummation Merger Sub of the Merger and the other transactions contemplated Transactions to be performed or consummated by Parent and Merger Sub in accordance with the terms of this Agreement and compliance by Parent and Merger Sub with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent, termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of (i) the Company Parent Charter, the Company Parent By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Parent Subsidiary, (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, Law applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or fromof, or registration, declaration, notice declaration or filing made to with, or with Permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated Transactions to be performed or consummated by Parent in accordance with the terms of this Agreement, other than (i) compliance with and filings under the HSR Act and Foreign Competition Laws, (Aii) the filing with the SEC of (A) the Joint Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such or other compliance withapplicable requirements of, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated Transactions to be performed or consummated by Parent in accordance with the terms of this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are is qualified to do business, (iv) compliance with and such Consentsfilings and approvals as may be required under applicable Gaming Laws, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, and (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Purchaser of this Agreement does do not, the execution and delivery by the performance by Purchaser of each Ancillary Agreement to which it of its obligations hereunder is, or is specified to be, a party will not, and the consummation of the Merger Acquisition, the Equity Financing and the other transactions contemplated hereby and thereby and compliance by this Agreement the Purchaser with the terms hereof and thereof will not, conflict with, or result in any violation of or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the assets or properties or assets of the Company or any Company Subsidiary underPurchaser, under any provision of (ia) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Purchaser, (iib) except as set forth in Section 4.03 of the letter dated as of the date of this Agreement delivered by the Purchaser to the Seller in connection with the execution and delivery of this Agreement, any material Contract to which the Company or any Company Subsidiary Purchaser is a party or by which any of their respective the Purchaser’s assets or properties or assets is bound or any Company Permit that is material to the Purchaser and its subsidiaries, taken as a whole, or (iiic) subject to the governmental filings and other matters referred to in Section 4.05(b)the immediately following sentence, any material Judgment or Law, in each case, Law applicable to the Company Purchaser or any Company Subsidiary of its assets or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) properties. No Consent of or fromof, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder any Ancillary Agreement or the consummation of the Merger and Acquisition, the Equity Financing or the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), Act and such other Consents, registrations, declarations, notices or compliance with and filings as are required to be made or obtained and approvals under any foreign antitrust, competition, trade regulation or similar Foreign Merger Control Laws, (iiiB) compliance with and filings under the Exchange Act and the rules regulations promulgated thereunder and any over the counter trading regulations and (C) in the event the Purchaser consummates a Debt Financing, the filing of the Certificate of Merger with relevant instruments in the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other requisite jurisdictions in which Parent order to create or perfect Liens granted to secure the Indebtedness and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings other obligations incurred as are required to be made or obtained under the securities or “blue sky” laws a result of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerDebt Financing.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Cedar and Pine Merger Sub of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Cedar or any Company Cedar Subsidiary under, any provision of (i) the Company CharterCedar Articles, the Company Cedar By-laws or the comparable charter or organizational documents of any Company Cedar Subsidiary (assuming that the Company Stockholder Cedar Shareholder Approval is obtained), (ii) any Contract contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (a “Contract”) to which the Company Cedar or any Company Cedar Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Cedar Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b3.05(b), any Judgment judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to the Company Cedar or any Company Cedar Subsidiary or their respective properties or assets (assuming that the Company Stockholder Cedar Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Cedar Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a3.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Cedar Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent consent, approval, clearance, waiver, Permit or order (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company Cedar or any Company Cedar Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S-4 in connection with the issuance by Cedar of the Merger Consideration, in which the Joint Proxy Statement will be included as a prospectus (the “Form S-4”), and (BC) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the Indian Competition Law (if required), ”) and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent Cedar and the Company Pine are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Merger Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC Federal Communications Commission (the “FCC”) or any other Governmental Entities (including State Regulators) (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, to mergers or business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Merger and the listing of the Merger Consideration and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Cedar Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b3.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Cedar Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does notby Buyer, the execution and delivery of each Ancillary Agreement by Buyer, the performance by it Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Merger and the other transactions contemplated by this Agreement will nothereby and thereby (in each case, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both) underwill not, directly or indirectly, (i) violate the provisions of any of the Charter Documents of Buyer, (ii) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract (A) to which Buyer is a party, (B) of which Buyer is a beneficiary or (C) by which Buyer or its respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Buyer, or give rise any Governmental Entity or other Person the right to a right challenge any of terminationthe transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, cancellation obtain any relief under or acceleration of revoke or otherwise modify any obligationrights held under, any obligation to make an offer to purchase such Law, Authorization or redeem any Indebtedness or capital stock or any loss of a material benefit underOrder, or (iv) result in the creation of any Lien Liens (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary underPurchased Assets, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, except in each case, applicable to the Company such case where such violation or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and Lien would not reasonably be expected materially to have a Company Material Adverse Effect (it being agreed that for purposes impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements. Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv5.3(a) of the definition Buyer Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions of any kind that are necessary for Buyer to consummate the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergertransactions contemplated hereby. (b) No Consent of Authorization or fromOrder of, registration, declaration or filing with, or registration, declaration, notice or filing made to or with any Governmental Entity or other Person is required to be obtained or made by or with respect to the Company or any Company Subsidiary Buyer in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the Ancillary Agreements to which it is a party and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive formexcept for such Authorizations, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other ConsentsOrders, registrations, declarations, filings and notices or filings as are required the failure to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in obtain which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have materially impair the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements to which Buyer is a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerparty.

No Conflicts; Consents. (a) The execution and delivery by the Company Sun of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a requirement to obtain any Consent or a right of payment, termination, cancellation or acceleration of any obligation, any obligation to make or to enable any third party to make, an offer to purchase or redeem any Indebtedness or capital stock Capital Stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Sun or any Company Subsidiary Sun Subsidiary, or give any Person the ability to materially delay or impede the ability of Sun to consummate the Merger, under, any provision of (i) the Company Charter, the Company By-laws Current Sun Articles or the comparable charter or organizational documents of any Company Sun Subsidiary (assuming that the Company Stockholder Sun Shareholder Approval is obtained), ; (ii) any Contract to which the Company Sun or any Company Sun Subsidiary is a party or by which any of their respective properties or assets is bound and which would be considered a Sun Material Contract or any Company Permit that would otherwise reasonably be expected to be material to Sun and the Sun Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 4.05(b4.6(b), any Judgment or Law, in each case, applicable to the Company Sun or any Company Sun Subsidiary or their respective properties or assets (assuming that the Company Stockholder Sun Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually except for such Judgments or in the aggregate, have not had and Laws that would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Sun Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Sun or any Company Sun Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC and declaration of effectiveness under the Securities Act, of the Proxy Statement registration statement on Form F-4 in definitive form, connection with the issuance by Sun of the Merger Consideration (the “Form F-4”); and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act Act, and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, ; (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) 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 the other jurisdictions in which Parent Sun and the Company Ironman are qualified to do business, ; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Merger Consideration, ; (v) such Consents from, or registrations, declarations, notices or filings made to or with, with NASDAQ and the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case NYSE as may be are required in connection with this Agreementthe Merger, the listing of the Merger or Consideration and the other transactions contemplated by this Agreement hereby; and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals other Consents the absence of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Sun Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger, and (vii) such other notices or filings required under the Israeli Companies Law with respect to the consummation of the Merger, including the issuance of the Merger Consideration, the adoption of the Sun Amended Articles of Association as the articles of association of Sun with effect from immediately prior to the Effective Time and the appointment of the persons designated pursuant to Section 6.12(b) as members of the Combined Company Board.

No Conflicts; Consents. (a) The None of the execution and delivery by the Company of this Agreement does notby Parent or Purchaser, and the performance by it of its obligations hereunder and the consummation by Parent or Purchaser of the Merger and the other transactions contemplated by this Agreement hereby will not(i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent, Purchaser or Parent Subsidiaries, (ii) result in a violation or breach of or conflict withwith any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in any violation of or default (with or without notice or lapse of timethe termination, or both) undercancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any obligation, any obligation obligations or to make an offer to purchase or redeem any Indebtedness or capital stock or any the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Purchaser or any of the Company Parent Subsidiaries, or right of rescission under any Company Subsidiary underof the terms, any provision conditions or provisions of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company Parent, Purchaser or any Company Subsidiary of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets is may be bound or any Company Permit or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings and other matters referred to in Section 4.05(b3.2(b), violate any Judgment or Law, in each case, Law applicable to the Company Parent, Purchaser or any Company Subsidiary of the Parent Subsidiaries or any of their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, than any such event described in the case of clauses items (ii) and or (iii) abovewhich, any matters thatwhich, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a)to, effects resulting from either individually or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially aggregate, prevent, impair, impede, interfere with, hinder delay or delay frustrate the consummation ability of the MergerParent and Purchaser to perform their obligations hereunder. (b) No Consent of consent, approval, order or fromauthorization of, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity Authority is required necessary to be obtained or made by Parent, any Parent Subsidiary or with respect to the Company or any Company Subsidiary Purchaser in connection with the execution Parent’s or Purchaser’s execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation by Parent or Purchaser of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) (A) except for the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required under the Exchange Act or the HSR Act in connection with this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required)hereby, and except where the failure to obtain or take such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thataction, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b)prevent impair, effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder delay or delay frustrate the consummation ability of the MergerParent and Purchaser to perform their obligations hereunder.

No Conflicts; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the rules and regulations of NYSE, the execution and delivery by the Company of this Agreement by Parent and Merger Sub does not, and the performance by it Parent and Merger Sub of its their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the Parent Stockholder Approval is obtained and that Parent, in its capacity as sole stockholder of Merger Sub, adopts this Agreement), (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Parent Material Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company material Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.05(b4.5(b), any Judgment or Law, in each case, applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Parent Stockholder Approval is obtainedobtained and that Parent, in its capacity as sole stockholder of Merger Sub, adopts this Agreement), other than, in the case of clauses (ii) and or (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergertransactions contemplated hereby. (b) No To the Knowledge of Parent, no Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing with the SEC of the Joint Proxy Statement Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Form S-4, and (BC) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreementhereby, (ii) compliance with and filings under the HSR Act, (iii) receipt of the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsParent Stockholder Approval, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (ivv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Parent Class A Common Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case be issued as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generallyConsideration, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Merger and the listing of the shares of Parent Class A Common Stock to be issued as the Merger Consideration and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergertransactions contemplated hereby.

No Conflicts; Consents. (a) The Except as set forth on Section 3.4 of the Seller Disclosure Schedules, the execution and delivery by the Company each Seller of this Agreement does not, and the performance consummation by it of its obligations hereunder and the consummation Sellers of the Merger Transaction and the other transactions contemplated hereby and compliance by this Agreement Sellers with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, require any Approvals (other than by any Governmental Entity) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any a loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties Purchased Company Equity Interests, Purchased Assets or assets of the any Purchased Company or any Subsidiary of a Purchased Company Subsidiary under, any provision of (ia) the Company Chartercertificate of incorporation, the Company By-laws bylaws or the comparable charter or organizational equivalent governing documents of any Seller, Purchased Company or Subsidiary of a Purchased Company or (assuming that the Company Stockholder Approval is obtained), (iib) any Judgment or Law applicable to the Business, the Purchased Assets, any Purchased Company or any Subsidiary of a Purchased Company or (c) any Specified Business Contract to which the any Seller, Purchased Company or any Subsidiary of a Purchased Company Subsidiary is a party or by which any of their respective properties property or assets is bound of any Seller, Purchased Company or any Subsidiary of a Purchased Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b)are bound, any Judgment or Lawexcept, in each case, applicable for any such items that would not reasonably be expected to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters thatbe, individually or in the aggregate, have not had and would not reasonably be expected material to have a Company Material Adverse Effect (it being agreed that for purposes the Business. No Approval of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Sellers, the Purchased Companies or any Subsidiary of a Purchased Company Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger Transaction and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the SEC purpose or effect of the Proxy Statement in definitive form, and monopolization or restraint of trade (B) the filing with the SEC of such reports under, and such other compliance withcollectively, the Exchange Act “Antitrust Laws”) and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Actthose that, the Indian Competition Law (if required)not obtained, and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrustgiven, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified would not reasonably be expected to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatbe, individually or in the aggregate, have not had and would not reasonably be expected material to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerBusiness.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company Cakewalk of this Agreement does not, and the performance by each other Transaction Document to which it of its obligations hereunder and is or will be a party or the consummation of the Merger Contemplated Transactions does not and will not (i) violate any provision of the Articles of Organization or the Amended and Restated Operating Agreement (or comparable instruments) of Cakewalk; (ii) except for any filings that may be required by applicable securities laws, require Cakewalk or any other transactions contemplated by this Agreement will notAffiliate of Cakewalk to obtain any material consent, conflict approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person, except as set forth on SCHEDULE 2.2 ("CAKEWALK REQUIRED CONSENTS"); (iii) if Cakewalk Required Consents are obtained prior to Closing, violate, conflict with or result in any violation of a breach or default under (with or without after the giving of notice or lapse the passage of timetime or both), or both) under, or give rise to a right of termination, cancellation or acceleration of any obligationpermit the termination of, any obligation Contract of a type required to make an offer be listed on SCHEDULE 2.8 to purchase which Cakewalk is a party or redeem any Indebtedness or capital stock by which it or any loss of a material benefit underits assets may be bound or subject, or result in the creation of any Lien upon the Assets pursuant to the terms of any such Contract; (iv) if Cakewalk Required Consents are obtained prior to Closing, violate any Law or Order of any Governmental Body against, or binding upon, Cakewalk or upon the properties Assets or assets the Business; or (v) if Cakewalk Required Consents are obtained prior to Closing, violate or result in the revocation or suspension of the Company or any Company Subsidiary underPermit, any provision of except where (iA) the Company Charterfailure to obtain any Cakewalk Required Consent, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (iiB) any Contract to which the Company violation, breach or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming default that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company each Seller of this Agreement does not, and the performance by it of its obligations hereunder other Transaction Documents to which any Seller is a party, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of any Seller or any of the Acquired Companies; (b) conflict with or result in a violation or breach in any material respect of any provision of any Law or Governmental Order applicable to any Seller or any of the Acquired Companies; (c) require the consent, notice or other action by any Person under, conflict with, or result in any a violation of or breach of, constitute a default (or an event that, with or without notice or lapse of time, time or both) , would constitute a default under, or give rise to a right of termination, cancellation or result in the acceleration of or create in any obligationparty the right to accelerate, terminate, modify or cancel any obligation to make an offer to purchase or redeem any Indebtedness or capital stock Material Contract or any loss material Permit affecting the Assets or properties, assets or business of a material benefit under, any of the Acquired Companies; or (d) result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on any of the Asset or any properties or assets of any of the Company Acquired Companies. No consent, approval, Permit, Governmental Order, declaration or any Company Subsidiary underfiling with, or notice to, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Authority is required to be obtained or made by or with respect to the Company any Seller or any Company Subsidiary of the Acquired Companies in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the other Transaction Documents and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of except for such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, filings as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, Act (in the Indian Competition Law (if required), event the HSR Exemption shall not be available) and such other Consentsconsents, registrationsapprovals, Permits, Governmental Orders, declarations, filings or notices or filings as are required to be made or obtained under any foreign antitrustwhich, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does Purchaser hereof do not, the execution and delivery by the performance by Purchaser of each Ancillary Agreement to which it of its obligations hereunder is, or is specified to be, a party will not, and the consummation of the Merger Transactions and compliance by the other transactions contemplated by this Agreement Purchaser with the terms hereof and thereof will notnot contravene, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer a right to purchase challenge the Transactions or redeem any Indebtedness or capital stock or any to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of the Company Purchaser or any Company Subsidiary of its Subsidiaries under, any provision of (i) the Company Charter, the Company Bycertificate of incorporation or by-laws (or comparable documents) of the comparable charter Purchaser or organizational documents any of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)its Subsidiaries, (ii) any Contract to which the Company Purchaser or any Company Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, Applicable Law applicable to the Company Purchaser or any Company Subsidiary of its Subsidiaries or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Purchaser Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) . No Consent of or from, or registration, declaration, notice or filing made to or Filing with any Governmental Entity is required to be obtained or made by or with respect to the Company Purchaser or any Company Subsidiary of its Subsidiaries in connection with the execution execution, delivery and delivery of this performance hereof or any Ancillary Agreement or its performance of its obligations hereunder or the consummation of the Merger and Transactions or the other transactions contemplated ownership by this Agreementthe Purchaser of the Company following the Closings, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings Filings under Section 13(a) of the HSR Exchange Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iiiB) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as those that may be required in connection with this Agreement, the Merger or the other transactions contemplated solely by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals reason of the NASDAQ Stock Market LLC participation of Company (“NASDAQ”as opposed to any other third party) as are required to permit in the consummation of the Merger Transactions) and (viiC) such other matters that, individually Consents and Filings the failure of which to obtain or in the aggregate, have make has not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Purchaser Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.,

No Conflicts; Consents. (a) The execution Neither the execution, delivery and delivery by the Company performance of this Agreement does notby Descartes nor the execution, delivery and performance of the performance Acquisition Documents by it of Descartes and its obligations hereunder and applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by this Agreement Descartes and its applicable Subsidiaries with the terms hereof and thereof, will not(i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or default breach of, or constitute (with or without notice or lapse of time, time or both) a default under, or give rise to a any right of termination, cancellation cancellation, modification, notification or acceleration of any obligationobligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any obligation Judgment or Law applicable to make an offer to purchase or redeem any Indebtedness or capital stock of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any loss of a material benefit under, Ag Business Permit or (iv) result in the creation of any Lien Lien, other than Permitted Liens, upon any of the properties or assets of the Company or any Company Subsidiary underAcquired Ag Assets, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, except in the case of clauses (ii), (iii) and (iiiiv) abovefor conflicts, any matters thatviolations, individually or in the aggregatebreaches, have not had defaults, terminations, cancellations, accelerations, losses and Liens that would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “constitute an Ag Business Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent Approval of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Company or any Company Subsidiary Acquired Ag Assets in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger Ag Acquisition and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing with the SEC in respect of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such any applicable Law or other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required legal restraint designed to be made or obtained under any foreign antitrust, govern competition, trade regulation or similar foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the filing Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger Ag Acquisition or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerhereby.

No Conflicts; Consents. (a) The execution and delivery by the Company Ironman of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a requirement to obtain any consent, approval, clearance, waiver, Permit or order (“Consent”) or a right of payment, termination, cancellation or acceleration of any obligation, any obligation to make or to enable any third party to make, an offer to purchase or redeem any Indebtedness or capital stock Capital Stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Ironman or any Company Subsidiary Ironman Subsidiary, or give any Person the ability to materially delay or impede the ability of Ironman to consummate the Merger, under, any provision of (i) the Company CharterIronman Certificate of Incorporation, the Company By-laws Ironman bylaws or the comparable charter or organizational documents of any Company Ironman Subsidiary (assuming that the Company Ironman Stockholder Approval is obtained), ; (ii) any Contract contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument, whether oral or in writing, (a “Contract”) to which the Company Ironman or any Company Ironman Subsidiary is a party or by which any of their respective properties or assets is bound and which would be considered an Ironman Material Contract or any Company Permit that would otherwise reasonably be expected to be material to Ironman and the Ironman Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 4.05(b3.5(b), any Judgment judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to the Company Ironman or any Company Ironman Subsidiary or their respective properties or assets (assuming that the Company Ironman Stockholder Approval is obtained); except for such Contracts, other than, in the case of clauses (ii) and (iii) above, any matters that, individually Judgments or in the aggregate, have not had and Laws that would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “an Ironman Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company Ironman or any Company Ironman Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Joint Proxy Statement in definitive form, Statement; and (B) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, ; (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) 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 the other jurisdictions in which Parent Ironman and the Company Sun are qualified to do business, ; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Merger Consideration, ; (v) such Consents from, or registrations, declarations, notices or filings made to or with, with NASDAQ and the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case NYSE as may be are required in connection with this Agreement, the Merger or and the other transactions contemplated by this Agreement hereby; and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals other Consents the absence of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatwhich would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an Ironman Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does notby Seller, the execution and delivery of each Ancillary Agreement by Seller, the performance by it Seller of its obligations hereunder and thereunder and the consummation by Seller of the Merger and the other transactions contemplated by this Agreement will nothereby and thereby (in each case, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, (i) underviolate the provisions of any of the Charter Documents of Seller or Seller Subsidiaries, (ii) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Assigned Contract (A) to which Seller or one of Seller Subsidiaries is a party, (B) of which Seller or one of Seller Subsidiaries is a beneficiary or (C) by which Seller, any of Seller Subsidiaries or any of their respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Seller or Seller Subsidiaries, or give rise any Governmental Entity or other Person the right to a right challenge any of terminationthe transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, cancellation obtain any relief under or acceleration of revoke or otherwise modify any obligationrights held under, any obligation to make an offer to purchase such Law, Authorization or redeem any Indebtedness or capital stock or any loss of a material benefit underOrder, or (iv) result in the creation of any Lien material Liens (other than Permitted Liens) upon any of the properties or assets Purchased Assets. Section 4.4(a) of the Company or any Company Subsidiary underSeller Disclosure Schedule sets forth all material consents, any provision of (i) the Company Charterwaivers, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings assignments and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming approvals and actions that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising are required in connection with the matters set forth in clause transactions contemplated by this Agreement under any Material Contract to which Seller or one of Seller Subsidiaries is a party (ivcollectively, “Consents”) to sell, assign, transfer, convey and deliver to, Buyer all rights and benefits of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred Seller without any impairment or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergeralteration whatsoever. (b) No Consent of Authorization or fromOrder of, registration, declaration or filing with, or registrationnotice to, declaration, notice or filing made to or with any Governmental Entity or other Person, is required to be obtained or made by or with respect to the Company Seller or any Company Subsidiary Seller Subsidiaries in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the Ancillary Agreements to which they are a party and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive formeach case, and (B) the filing with the SEC of except for such reports underAuthorizations, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other ConsentsOrders, registrations, declarations, filings and notices or filings as which are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergermaterial.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Parent, Merger Sub I and Merger Sub II does not, and the performance by it each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement Integrated Mergers will not, (i) conflict with, or result in any violation of any provision of, the Parent Articles, the Parent Bylaws or the comparable organizational documents of any Parent Subsidiary (including the certificate of formation and the limited liability company agreement of Merger Sub II), (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Parent Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, (A) the Consents set forth on Section 3.05(a) of the Parent Disclosure Letter under the heading “Parent Required Consents” (the “Parent Required Consents”) and (B) any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerIntegrated Mergers. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this AgreementIntegrated Mergers, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4 and (BC) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and Act, the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, approvals, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Lawsother Antitrust Law, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, approvals, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states any jurisdiction in connection with the issuance of the Stock Merger Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (viiv) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Integrated Mergers and the listing of the Merger Consideration, (v) the approval of the FERC under Section 203 of the FPA, (vi) FCC Pre-Approvals of license transfers with the FCC (the items set forth in clauses (v) and (vi), collectively, the “Parent Required Statutory Approvals”), (vii) notices, and such filings, consents and approvals as are required to be made or obtained under state or federal property transfer laws or Environmental Laws, (viii) the Parent Required Consents and (ix) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerIntegrated Mergers.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Merger Sub of this Agreement does Agreement, do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby, including the Merger, and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, under any provision of (ia) the Company Charter, the Company By-laws articles of incorporation or the bylaws or comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Parent or Merger Sub, (iib) any Contract to which the Company Parent or any Company Subsidiary Merger Sub is a party or by which any of their respective properties or assets is bound or any Company Permit or (iiic) subject to the filings and other matters referred to in Section 4.05(b)the following sentence, any Judgment Order or Law, in each case, Law applicable to the Company Parent or any Company Subsidiary Merger Sub or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (iib) and (iiic) above, any matters thatsuch items that would not, individually or in the aggregate, have not had and would not reasonably be expected likely to have result in a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) . No Consent of or fromof, or registration, declaration, notice or filing made to from or with any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this AgreementMerger, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, (ii) the Indian Competition Law (if required), filing with the SEC of such reports under Sections 13 and such other Consents, registrations, declarations, notices or filings Section 14 of the Exchange Act as are may be required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Lawsin connection with this Agreement and the Merger, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do businessDelaware, (iv) such Consents, registrations, declarations, notices or compliance with and filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock ConsiderationCommunications Act, including any FCC Rules, (v) such Consents fromcompliance with and filings under any applicable state public utility Laws and rules, or registrationsregulations and orders of any PUCs and rules, declarations, notices or filings made to or with, the FCC or regulations and orders of any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement regulatory bodies regulating telecommunications businesses and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required Required Regulatory Approvals. Subject to permit obtaining the consummation of the Merger and (vii) such other matters that, individually or Consents referenced in the aggregateprior sentence, have not had and would not reasonably be expected Parent is qualified to have a assume control over the Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerunder all applicable Laws.

No Conflicts; Consents. (a) The execution and delivery by the Company each of this Parent and Sub of each Transaction Agreement does to which it is a party do not, and the performance by it of its obligations hereunder and the consummation of the Merger Transactions and compliance with the other transactions contemplated by this Agreement terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or impose any penalty or fine under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company Parent or any Company Subsidiary Sub under, any provision of (ia) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Parent or Sub, (iib) any material Contract to which the Company Parent or any Company Subsidiary Sub is a party or by which any of their respective properties or assets is bound or any Company Permit or (iiic) subject to the filings and other matters referred to in Section 4.05(b)the following sentence, any Judgment Order or Law, in each case, Applicable Law applicable to the Company Parent or any Company Subsidiary Sub or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (iib) and (iiic) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) . No Consent of or fromof, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary Sub in connection with the execution execution, delivery and delivery of this Agreement or its performance of its obligations hereunder any Transaction Agreement to which Parent or Sub is a party or the consummation of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) compliance with and filings under the HSR Act and any applicable Foreign Competition Laws, (Aii) the filing with the SEC of (A) the Proxy Information Statement in definitive form, and (B) the filing with the SEC of such reports under, under Sections 13 and such other compliance with, 16 of the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsTransactions, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do businessDelaware, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreementthe Taxes described in Section 7.08 and (v) Consents, the Merger registrations, declarations or the other transactions contemplated filings required to be made solely by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals reason of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or Company’s participation in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerTransactions.

No Conflicts; Consents. (a) The execution and delivery by the Company Partnership and the Partnership GP of this Agreement does do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and compliance with the terms hereof will not, conflict with, or result in any violation of 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 cancelation or acceleration of any obligation, any material obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Partnership, the Partnership GP or any Company Subsidiary the Partnership’s Subsidiaries under, any provision of (i) assuming the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Partnership Unitholder Approval is obtained), the Partnership Organizational Documents or the Partnership Subsidiary Documents, (ii) any Contract to which the Company Partnership or any Company Subsidiary of the Partnership is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b4.4(b), any Judgment or Law, in each case, Law applicable to the Company Partnership or any Company Subsidiary the Partnership’s Subsidiaries or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters thatsuch items that would not reasonably be expected to, individually or in the aggregate, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Partnership Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a4.4(a), effects resulting from or arising in connection with the matters set forth in clause (ivG) of the definition of the term “Partnership Material Adverse Effect” (solely with respect to Proceedings) shall not be excluded in determining whether a Company Partnership Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger). (b) No Consent of consent, approval, license, permit, order or fromauthorization (“Consent”) of, or registration, declaration, notice declaration or filing made to with, or with permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to the Company Partnership or any Company Subsidiary thereof in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) compliance with and filings under the HSR Act, (ii) (A) the filing with the SEC of the Proxy Statement in definitive formsuch registrations, and (B) the filing with the SEC of such reports under, and such or other compliance with, actions under the Exchange Act and the Securities Act, and the rules and regulations thereunder, Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, hereby and (iiB) compliance with and filings any filing in respect of the Merger applicable under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation state “blue sky” or similar securities Laws, (iii) 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 the other jurisdictions in which Parent and the Company are Partnership is qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are may be required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance rules and regulations of the Stock Consideration, NYSE and (v) such Consents from, other items the failure of which to obtain or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may make would not reasonably be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatexpected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Partnership Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b4.4(b), effects resulting from or arising in connection with the matters set forth in clause (ivG) of the definition of the term “Partnership Material Adverse Effect” (solely with respect to Proceedings) shall not be excluded in determining whether a Company Partnership Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger).

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company each Seller of this Agreement does not, and the performance by each Ancillary Agreement to which it of its obligations hereunder will be a party and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby do not and will notnot (i) violate any provision of the certificate of incorporation or bylaws of Seller Parent or the comparable organizational documents of any of the Share Sellers, the Asset Sellers or the Conveyed Subsidiaries (or any Subsidiary thereof), (ii) subject to obtaining the consents set forth in Section 4.4 of the Seller Disclosure Letter, conflict with, or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation breach or termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any Lien upon right or obligation of any Seller or the Conveyed Subsidiaries (or any Subsidiary thereof) under, or to a loss of any benefit of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract Business to which the Company Sellers or the Conveyed Subsidiaries (or their Subsidiaries) is entitled under any Material Contract, Shared Contract, Real Property Lease, Approval or other instrument to which any Seller or Conveyed Subsidiary (or any Company Subsidiary thereof) is a party or by to which any of their respective properties its assets are subject and which is a Purchased Asset or assets is bound or any Company Permit or otherwise Related to the Business, and (iii) assuming compliance with the matters set forth in Sections 4.5 and 5.5, violate or result in a breach of or constitute a default under any Law or other restriction of any Governmental Authority to which any Seller or Conveyed Subsidiary (or Subsidiary thereof) is subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, binding upon or applicable to the Company Business, any Purchased Asset or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)Assumed Liability; except, other than, in the case of with respect to clauses (ii) and (iii) above), for any matters thatviolations, individually breaches, conflicts, defaults, terminations, cancellations or in the aggregate, accelerations as have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the . The consummation of the Mergertransactions contemplated hereunder will vest good, valid and marketable title to the Shares and the Purchased Assets in Purchaser, free and clear of all Liens except for restrictions arising under securities Laws other than Liens that are created by, or on behalf of, or by actions by or on behalf of Purchaser or any of its Affiliates.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by Seller (and, if applicable, the Company of this Agreement does not, Designated Seller Subsidiary and the performance by New Seller Subsidiary) of each Transaction Agreement to which it of its obligations hereunder and is or will be party, the consummation of the Merger Transactions and the other transactions contemplated compliance by this Agreement Seller (and, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) with the terms thereof will not, not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien (other than any Permitted Liens) upon any of the properties or assets of Seller (or, if applicable, the Company or any Company Designated Seller Subsidiary and the New Seller Subsidiary) under, any provision require the delivery of notice under, or (in the case of the following clause (ii)(A)) require consent to the assignment of, (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Seller (or, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) or (ii) assuming that the Company Stockholder Approval is obtained)Consents referred to in Section 2.03(b) and Section 3.04(b) are obtained prior to the Closing and the registrations, declarations and filings referred to in Section 2.03(b) and Section 3.04(b) are made prior to the Closing, (iiA) any Contract Material Contract, in each case to which Seller (or the Company or any Company Designated Seller Subsidiary and the New Seller Subsidiary) is a party or by which any of their respective Seller’s (or the Designated Seller Subsidiary’s and the New Seller Subsidiary’s) properties or assets is bound or (B) any Company judgment, ruling, stipulation, order or decree (a “Judgment”) or any federal, state, local or foreign statute, law, common law, ordinance, rule, directive, or regulation enacted, adopted, issued or promulgated by any Governmental Entity (a “Law”) or Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to Seller (or, if applicable, the Company Designated Seller Subsidiary and the New Seller Subsidiary) or any Company Subsidiary or either of their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses clause (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Seller Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of consent, waiver, approval, license, permit, order or fromauthorization (a “Consent”) of, or registration, declaration, notice declaration or filing made to with or with notice to, any Governmental Entity is required to be obtained or made by or with respect to Seller (or, if applicable, the Company or any Company Designated Seller Subsidiary and the New Seller Subsidiary) in connection with the execution execution, delivery and delivery performance of this Agreement or its performance any of its obligations hereunder the other Transaction Agreements to which Seller (or, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) is a party or the consummation of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, as may be required by the Exchange Act and Act, the Securities Act, the Antitrust Laws set forth on Section 2.03(b) of the Seller Disclosure Letter, or the Satellite and Communications Laws set forth on Section 2.03(b) of the rules and regulations thereunderSeller Disclosure Letter, as may be required in connection with this Agreement, including the Merger and the other transactions contemplated by this AgreementRequired Regulatory Approvals, (ii) compliance with and filings under those that may be required solely by reason of Purchaser’s or any of its Affiliates’ (as opposed to any other third Person’s) participation in the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices Transactions or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) those the filing failure of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices obtain or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatmake, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Seller Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Parent and Merger Sub of this Agreement does not, and the performance by it each of Parent and Merger Sub of its obligations covenants and agreements hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation of any provision of, the Organizational Documents of Parent or Merger Sub, (ii) conflict with, result in any violation of, or default (with or without notice or notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) under any Contract to which or Permit binding on the Company Parent or any Company Subsidiary is a party Merger Sub or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to obtaining the filings and other matters Consents referred to in Section 4.05(b4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any Judgment or Lawviolation of any provision of, in each case, any Law applicable to the Company Parent or any Company Subsidiary Merger Sub or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other thanexcept for, in the case of the foregoing clauses (ii) and (iii) above), any matters thatmatter that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing Filing made to or with with, any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary Affiliate of Parent in connection with the Parent’s and Merger Sub’s execution and delivery of this Agreement or its their performance of its obligations their covenants and agreements hereunder or the consummation of the Merger and Merger, except for the other transactions contemplated by this Agreement, other than following: (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, Required Statutory Approvals; (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, ; (iviii) such Consents, registrations, declarations, notices or filings Filings and Consents as are required to be made or obtained under the securities state or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, federal property transfer Laws; and (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (viiiv) such other matters thatFilings or Consents the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Ticketmaster of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a requirement to obtain any Consent or a right of payment, termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Ticketmaster or any Company Ticketmaster Subsidiary under, any provision of (i) the Company CharterTicketmaster Certificate, the Company By-laws Ticketmaster Bylaws or the comparable charter or organizational documents of any Company Ticketmaster Subsidiary (assuming that the Company Ticketmaster Stockholder Approval is obtained), (ii) any Contract to which the Company Ticketmaster or any Company Ticketmaster Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Ticketmaster Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any Judgment or Law, in each case, applicable to the Company Ticketmaster or any Company Ticketmaster Subsidiary or their respective properties or assets (assuming that the Company Ticketmaster Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Ticketmaster Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Ticketmaster or any Company Ticketmaster Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (Ai)(A) the filing with the SEC of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4, and (BC) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including merger control clearance in the UK or Competition Commission under the Enterprise Xxx 0000, (iii) 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 the other jurisdictions in which Parent Live Nation and the Company Ticketmaster are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Merger Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, investment, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, to mergers or business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Merger and the listing of the Merger Consideration and (vii) such other matters Consents that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Ticketmaster Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Parent of this Agreement does do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and compliance by this Agreement Parent with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Subsidiary of its Subsidiaries under, any provision of (i) the Company Charter, the Company By-laws certificate of incorporation or the comparable charter bylaws of Parent or organizational documents any of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)its Subsidiaries, (ii) any Contract to which the Company Parent or any Company Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable Law applicable to the Company Parent or any Company Subsidiary of its Subsidiaries or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes material adverse effect on the ability of Parent to perform its obligations under this Section 4.05(a), effects resulting from Agreement or arising in connection with on the matters set forth in clause (iv) ability of Parent to consummate the definition Merger and the other transactions contemplated hereby. No material consent of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice declaration or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), Act and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any applicable foreign antitrust, competition, trade regulation or similar Antitrust Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company RN Parent and RN Sub of this Agreement does do not, the execution and the performance delivery by RN Parent and RN Sub of each Transaction Document to which it of its obligations hereunder is specified to be a party will not, and the consummation of the Merger transactions contemplated hereby and thereby and compliance by RN Parent and RN Sub with the terms of this Agreement and the other transactions contemplated by this Agreement Transaction Documents to which it is specified to be a party will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary RN Contributions under, any provision of (i) the Company Charter, the Company By-laws Organizational Documents of RN Parent or the comparable charter its subsidiaries or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, Law applicable to the Company RN Parent or any Company Subsidiary its subsidiaries or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses clause (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect (it being agreed that for purposes material adverse effect on the business of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) RN Parent. No Consent of or fromof, or registration, declaration, notice declaration or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company RN Parent or any Company Subsidiary its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder any Transaction Document or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, hereby and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerthereby.

No Conflicts; Consents. (a) The execution and delivery by each Seller Entity of the Company of this Agreement Transaction Documents to which it is or will be a party does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by this Agreement the Seller Entities with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, under or give rise to a right of termination, cancellation or acceleration of any obligation, any right or obligation to make an offer to purchase or redeem any Indebtedness or capital stock under or any loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary Purchased Assets under, any provision of (ia) the Company Charter, the Company By-laws Organizational Documents of Seller or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Seller Entity, (iib) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or LawLaw applicable to the Business or to which any Seller Entity is subject or (c) any Business Contract, except, with respect to the foregoing clauses (b) and (c) in each case, applicable to the Company or for any Company Subsidiary or their respective properties or assets (assuming such items that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, would not individually or in the aggregate, reasonably be expected to have not had and a Business Material Adverse Effect or would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes materially impair or materially delay the ability of Seller to perform its obligations under this Section 4.05(a), effects resulting from or arising in connection with Agreement and consummate the matters Transaction. Assuming the truth and accuracy of the representations and warranties of Purchaser set forth in clause (iv) Article IV, no Approval of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Seller or the Company or any Company Subsidiary other Seller Entities in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder the other Transaction Documents or the consummation of the Merger and the other transactions contemplated by this AgreementTransaction, other than (i) (A) compliance with any applicable requirements of the filing HSR Act and with any other applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the SEC purpose or effect of the Proxy Statement in definitive formmonopolization or restraint of trade (collectively, and (B) the filing together with the SEC of such reports under, and such other compliance withHSR Act, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement“Antitrust Laws”), (ii) compliance with the EC Commitments and filings under approval of the HSR Act, Transaction by the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsEC, (iii) the filing in respect of any licenses or Permits set forth on Section 3.3(iii) of the Certificate of Merger with the Secretary of State of the State of Delaware Seller Disclosure Schedules and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consentsthose that, registrationsif not obtained, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Considerationgiven, (v) such Consents from, or registrations, declarations, notices or filings made would not reasonably be expected to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Business Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder impair or materially delay the consummation ability of Seller to perform its obligations under this Agreement and consummate the MergerTransaction.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by the Company, Merger Sub One and Merger Sub Two does not, and the performance by it the Company, Merger Sub One and Merger Sub Two of its their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions will not, (i) conflict with, or result in any violation of any provision of, the Company Charter, the Company By-laws, the certificate of incorporation or bylaws of Merger Sub One, the certificate of incorporation or bylaws of Merger Sub Two or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval, adoption of this Agreement by Birch Partners, LP in its capacity as the sole stockholder of Merger Sub One, the adoption of this Agreement by Merger Sub One in its capacity as the sole stockholder of Merger Sub Two and the approval of the Toucan LLC Conversion by Merger Sub One in its capacity as the sole stockholder of Toucan Surviving Company are obtained), (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligationobligation under, or give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is Approval, adoption of this Agreement by Birch Partners, LP in its capacity as the sole stockholder of Merger Sub One, the adoption of this Agreement by Merger Sub One in its capacity as the sole stockholder of Merger Sub Two and the approval of the Toucan LLC Conversion by Merger Sub One in its capacity as the sole stockholder of Toucan Surviving Company are obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect” ”, shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such effects were not otherwise excluded from determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerTransactions. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Company, Merger Sub One, Merger Sub Two or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, (ii) (A) receipt of the Indian Competition Law Company Stockholder Approval, (if required), B) adoption of this Agreement by Merger Sub One in its capacity as the sole stockholder of Merger Sub Two and such other Consents, registrations, declarations, notices or filings (C) approval of the Toucan LLC Conversion by Merger Sub One in its capacity as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Lawsthe sole stockholder of Toucan Surviving Company, (iii) the filing of the Toucan Certificate of Merger with the Secretary of State of the State of Delaware, the filing of the East/Toucan Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Holdco Common Stock to be issued as the Merger Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Mergers and the listing of the shares of Holdco Common Stock to be issued as the Merger Consideration and (viivi) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect” ”, shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such effects were not otherwise excluded from determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerTransactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company Harvest of this Agreement does not, and the performance by it of its obligations hereunder applicable Transaction Documents, and the consummation of the Merger Transactions contemplated hereby and the other transactions contemplated by this Agreement thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, bylaws or other organizational documents of Harvest or the Harvest Subsidiaries; (b) except with respect to the illegality of cannabis under United States federal law, conflict with or result in a violation or breach in any material respect, of any provision of any Law or Governmental Order applicable to Harvest or any Harvest Subsidiary; or (c) except as set forth in Section 5.02 of the Harvest Disclosure Schedules, or as otherwise required by the terms of this Agreement, require the consent, notice or other action by any Person under, conflict with, or result in any a violation of or breach of, constitute a default (or an event that, with or without notice or lapse of time, time or both) , would constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation acceleration of or create in any Lien upon any of party the properties right to accelerate, terminate, modify or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) cancel any Contract to which the Company Harvest or any Company Harvest Subsidiary is a party or by which Harvest or any Harvest Subsidiary is bound or to which any of their respective properties or and assets is bound are subject or any Company Permit affecting the properties, assets or business of Harvest and the Harvest Subsidiaries, except (i) where such violation, default or breach would not result in a Harvest Material Adverse Effect, (ii) for those consents, notices or other actions the failure to give or obtain would not result in a Harvest Material Adverse Effect; or (iii) subject to result in the filings and creation or imposition of any Encumbrance other matters referred to in Section 4.05(b), than Permitted Encumbrances on any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that of any of Harvest or the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters Harvest Subsidiaries. Except as set forth in clause (iv) Section 5.02 of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred Harvest Disclosure Schedules (or would reasonably be expected to occur) and would not prevent as otherwise expressly contemplated by this Agreement), no consent, approval, Permit, Governmental Order, declaration or materially impede, interfere filing with, hinder or delay the consummation of the Merger. (b) No Consent of or fromnotice to, or registration, declaration, notice or filing made to or with any Governmental Entity Authority is required to be obtained or made by or with respect to the Company Harvest or any Company Subsidiary of the Harvest Subsidiaries in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerTransactions.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company Parent and Merger Subs of this Agreement does not, and the performance by it of its obligations hereunder Ancillary Documents to which they are a party, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of incorporation, by-laws or other organizational documents of Parent or Merger Subs; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Parent or Merger Subs; (c) except as set forth in Section 4.02 of the Parent Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, or result in any a violation of or breach of, constitute a default (or an event that, with or without notice or lapse of time, time or both) , would constitute a default under, or give rise to a right of termination, cancellation or result in the acceleration of or create in any obligationparty the right to accelerate, terminate, modify or cancel, (i) any obligation Contract to make an offer which the Parent or either Merger Sub is a party or by which Parent or either Merger Sub is bound or to purchase which any of their respective properties and assets are subject (including any material Contract) or redeem (ii) any Indebtedness Permit affecting the properties, assets or capital stock business of Parent or any loss of a material benefit under, Merger Subs; or (d) result in the creation or imposition of any Lien upon Encumbrance on any of the properties or assets of Parent or Merger Subs, other than Permitted Encumbrances (as applicable to the Company or Parent and Merger Subs) on any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound of the Parent or any Company Permit Merger Subs. No consent, approval, Permit, Governmental Order, declaration or (iii) subject to the filings and other matters referred to in Section 4.05(b)filing with, or notice to, any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Authority is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary Merger Subs in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or and the Ancillary Documents and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) except for the filing of the Certificate Agreements of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerCalifornia.

No Conflicts; Consents. (a) The execution and delivery by Except as set forth in Section 4.4 of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 5.4(b), Section 4.4(b) and Section 6.3(b) have been obtained or made, or have expired, the execution, delivery and performance of this Agreement does not, and the performance other Transaction Agreements by it of its obligations hereunder Seller and the consummation by Seller of the Merger and the other transactions contemplated by this Agreement hereby and thereby will notnot (i) violate any applicable Law or Governmental Order to which Seller is subject, (ii) with or without notice, lapse of time or both, conflict with, or result in any a violation of or default (with or without notice or lapse of timebreach of, or both) constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation acceleration, termination or cancellation of or create in any Lien upon any of party the properties right to accelerate, terminate or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) cancel any Contract to which the Company Seller or any Company Subsidiary member of the Seller Group is a party or by which any of their respective properties its material properties, rights or assets is bound or any Company Permit or bound, (iii) subject result in the creation of any Encumbrance (other than any Permitted Encumbrance) on any properties, rights or assets of Seller or (iv) violate the certificate of incorporation or bylaws or comparable governing documents, each as amended to the filings and other matters referred to in Section 4.05(b)date of this Agreement, any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)of Seller, other than, in the case of clauses (i), (ii) and (iii) above, where any matters thatsuch violations, individually conflicts, breaches, defaults, accelerations, terminations, cancellations, rights or in the aggregate, have not had and Encumbrances would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder impair or delay Seller’s ability to perform its obligations under this Agreement and the consummation of other Transaction Agreements or consummate the Mergertransactions contemplated hereby or thereby. (b) No Consent of filings or fromregistrations with, notifications to, or registrationauthorizations, declarationconsents or approvals of, notice or filing made to or with any a Governmental Entity is (collectively, “Governmental Filings”) are required to be obtained or made by or with respect to the Company or any Company Subsidiary Seller in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder by Seller or the consummation by Seller of the Merger and the other transactions contemplated by this Agreementhereby, other than except (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, (ii) Governmental Filings set forth on Section 4.4(b) of the Indian Competition Law (if required), Company Disclosure Schedule and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) such other Governmental Filings, the filing failure of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be obtained or made would not materially impair or obtained under delay the securities or “blue sky” laws ability of various states in connection with Seller to consummate the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerAgreement.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Merger Sub of this Agreement does not, and the performance by it each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation of any provision of, the Parent Articles, the Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of modification, termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties properties, rights or assets of the Company Parent or any Company Parent Subsidiary under, any provision of any contract, lease, license, indenture, mortgage, note, bond, agreement, concession, franchise or other instrument (ieach, excluding any Parent Benefit Plan or Company Benefit Plan, a “Contract”) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties properties, rights or assets is bound or any Company Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.05(b3.05(b), any Judgment judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation of any Governmental Entity (“Law”), in each case, applicable to the Company Parent or any Company Parent Subsidiary or their respective properties properties, rights or assets (assuming that the Company Stockholder Parent Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a3.05(a), effects resulting from or arising in connection with the matters execution and delivery of this Agreement, as set forth in clause (iva)(iv) of the definition of the term “Parent Material Adverse Effect” shall ”, will not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent consent, approval, clearance, waiver, Permit or order (collectively, a “Consent”) of or from, or registration, declaration, notice or filing made to or with any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this AgreementMerger, other than (i) (A) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S-4 in connection with the Share Issuance in which the Joint Proxy Statement will be included as a prospectus (such registration statement as it may be amended or supplemented and including any such amendments or supplements, the “Form S-4”), and (BC) the filing with the SEC of such reports and other filings under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act, the Indian Competition Law (if required”), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock ConsiderationShare Issuance, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued pursuant to the Share Issuance and (viivi) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b3.05(b), effects resulting from or arising in connection with the matters execution and delivery of this Agreement, as set forth in clause (iva)(iv) of the definition of the term “Parent Material Adverse Effect” shall ”, will not be excluded in determining whether a Company Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company Parent and Merger Sub of this Agreement does not, and the execution, delivery and performance by it of its obligations hereunder the other Transaction Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby, and compliance by this Agreement Parent and Merger Sub with the terms hereof and thereof will not, conflict with, or result in any violation violation, modification, termination or acceleration of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties properties, rights or assets of the Company Parent, Merger Sub or any Company Subsidiary of their Subsidiaries under, any provision of (i) the Company Chartergoverning instruments of Parent, the Company By-laws Merger Sub or the comparable charter or organizational documents any of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)their Subsidiaries, (ii) any material Contract to which the Company Parent, Merger Sub or any Company Subsidiary of their Subsidiaries is a party or by which any of their respective properties properties, rights or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment judgment or Law, in each case, applicable Law applicable to the Company Parent, Merger Sub or any Company Subsidiary of their Subsidiaries or their respective properties properties, rights or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and such items that would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder impair or delay each of Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the consummation of other Transaction Agreements or consummate the Mergertransactions contemplated hereby or thereby. (b) No Consent of or fromof, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity is required to be obtained or made by or with respect to the Company Parent, Merger Sub or any Company Subsidiary of their Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder the other Transaction Agreements or the consummation of the Merger and or the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC Certificate of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required Merger in connection with this Agreement, the Merger and in accordance with the other transactions contemplated by this AgreementDGCL, (ii) compliance with and filings under the HSR Act, Act and the Indian applicable Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar LawsLaws set forth on Section 5.3(b) of the Parent Disclosure Schedule, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as that may be required solely by reason of the participation of the Company (as opposed to any other third party) in connection with this Agreement, the Merger or and the other transactions contemplated by hereby and (iv) any other Consent, registration, declaration or filing the failure of which to obtain or make has not materially impaired or delayed either of Parent’s or Merger Sub’s ability to perform its respective obligations under this Agreement and are required with respect mergers, business combinations the other Transaction Agreements or changes in control of telecommunications companies generally, (vi) such filings with and approvals of consummate the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually transactions contemplated hereby or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerthereby.

No Conflicts; Consents. (a) The execution execution, delivery and delivery by the Company performance of this Agreement does not, and the performance by it of its obligations hereunder Seller and the consummation of the Merger and the other transactions contemplated hereby by this Agreement Seller and each of the Seller Entities (as applicable) do not and will not: (i) except as set forth in Section 3.4(a) of the Seller Disclosure Schedules, violate any provision of the memorandum of association, certificate of incorporation, articles of association, or bylaws or the comparable organizational documents of Seller, any of the Seller Entities or any of the Purchased Entities; (ii) subject to obtaining the consents set forth in Section 3.4(a) of the Seller Disclosure Schedules, conflict with, or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation breach or termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any Lien upon right or obligation of Seller, the Seller Entities or the Purchased Entities under, or to a loss of any benefit of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company CharterBusiness to which Seller, the Company By-laws Seller Entities or the comparable charter Purchased Entities is entitled under any Material Contract or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or Business Permit; and (iii) subject to obtaining the filings and other matters referred to consents set forth in Section 4.05(b)3.4(a) of the Seller Disclosure Schedules and compliance with the Approvals or Filings with any Governmental Entity as set forth in Section 3.5 of the Seller Disclosure Schedules, violate or result in a breach of or constitute a default under any Law or other restriction of any Governmental Entity to which Seller, any Judgment Seller Entity or LawPurchased Entity (or Subsidiary thereof) is subject, in each caseexcept, applicable with respect to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above), any matters thatas would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect material to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger Business and the other transactions contemplated by this AgreementPurchased Entities, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, taken as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerwhole.

No Conflicts; Consents. (a) The execution and delivery by the Company Seller of this Agreement does not, and the performance consummation by it of its obligations hereunder and the consummation Seller Entities of the Merger Transaction and the other transactions contemplated hereby and compliance by this Agreement Seller with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, require the Approval of any Person (other than any Governmental Entity) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any a loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties Purchased Assets or assets of the any Purchased Company or any Subsidiary of a Purchased Company Subsidiary under, any provision of (ia) the Company Chartercertificate of incorporation, the Company By-laws bylaws or the comparable charter or organizational equivalent governing documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Seller Entity or Purchased Company, (iib) any Judgment or Law applicable to the Business, the Purchased Assets, any Purchased Company or any Subsidiary of a Purchased Company or (c) any Specified Business Contract to which the any Seller Entity, Purchased Company or any Subsidiary of a Purchased Company Subsidiary is a party or by which any Seller Entity’s, Purchased Company’s or any Subsidiary of their respective properties a Purchased Company’s property or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b)are bound, any Judgment or Lawexcept, in each case, applicable for any such items that would not reasonably be expected to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters thatbe, individually or in the aggregate, have not had and would not reasonably be expected material to have a Company Material Adverse Effect (it being agreed that for purposes the Business. No Approval of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Seller Entities, the Purchased Companies or any Subsidiary of a Purchased Company Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger Transaction and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the SEC purpose or effect of the Proxy Statement in definitive form, and monopolization or restraint of trade (B) the filing with the SEC of such reports under, and such other compliance withcollectively, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement“Antitrust Laws”), (ii) compliance with in respect of any licenses or permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedules and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do businessthose that, (iv) such Consentsif not obtained, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Considerationgiven, (v) such Consents from, or registrations, declarations, notices or filings made would not reasonably be expected to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatbe, individually or in the aggregate, have not had and would not reasonably be expected material to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerBusiness.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Company Partnership Parties of this Agreement does not, and the performance by it of its obligations hereunder other Transaction Documents to which any Partnership Party is or will be a party, and the consummation of the Merger and the other transactions contemplated by this Agreement will hereby and thereby, do not: (i) violate or conflict with any provision of the Organizational Documents of any of the Partnership Entities; (ii) violate any applicable Law binding on any of the Partnership Entities; (iii) violate, conflict with, or result in a breach of, constitute (with due notice or lapse of time or both) a default under, give rise to any violation right of termination, cancellation, amendment or default acceleration (with or without the giving of notice or lapse the passage of time, time or both) under, or give rise to a right require any consent under any of terminationthe terms, cancellation conditions or acceleration provisions of any obligation, Material Contract to which a Partnership Entity is a party or by which any obligation Partnership Entity is bound or to make an offer to purchase which any Partnership Entity’s properties or redeem any Indebtedness assets are subject; or capital stock or any loss of a material benefit under, or (iv) result in the creation or imposition of any Lien Encumbrance (other than any Permitted Encumbrance or Encumbrances arising under or in connection with the TEP Credit Agreement, the indentures governing the TEP Notes or the Rockies Express Credit Agreement) upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other thanPartnership Entities; except, in the case of clauses (ii) ), (iii), and (iiiiv) above, for any matters thatsuch matter that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Partnership Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than Except (i) as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect, or (Aii) the filing with the SEC of the Proxy Statement in definitive form, and (Ba) (x) the filing with the SEC of such registrations, reports under, and such or other compliance with, actions under the Exchange Act and the Securities Act, and the rules and regulations thereunder, Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, hereby and (iiy) compliance with and filings any filing in respect of the Merger applicable under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation state “blue sky” or similar securities Laws, (iiib) 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 the other jurisdictions in which Parent and the Company are Partnership is qualified to do business, (ivc) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection under the rules and regulations of the NYSE for any filings required for compliance with this Agreementany applicable requirements of the federal securities Laws, any applicable state or local securities Laws and any applicable requirements of a national securities exchange, and (d) any consent, approval, waiver, authorization, declaration, filing, registration or qualification as have been waived, made or obtained or with respect to which the Merger or time for asserting such right has expired, neither the other transactions contemplated execution and delivery by the Partnership Parties of this Agreement and are required with respect mergersor any other Transaction Document nor either Partnership Party’s performance of its obligations hereunder or thereunder, business combinations requires the consent, approval, waiver or changes in control of telecommunications companies generallyauthorization of, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thator declaration, individually filing, registration or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere qualification with, hinder or delay the consummation of the Mergerany Governmental Authority by any Partnership Party.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Merger Sub of this Agreement does and the Statutory Merger Agreement do not, and the performance by it each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or (solely with respect to clause (ii) below) give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent, Merger Sub or any Company Subsidiary of their respective Affiliates under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter governing or organizational documents of Parent; Merger Sub or any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), of their respective Affiliates; (ii) any Contract to which the Company Parent; Merger Sub or any Company Subsidiary of their respective Affiliates is a party or by which any of their respective properties or assets is bound or any Company Permit bound; or (iii) subject to the filings and other matters referred to in Section 4.05(b4.03(b), any Judgment Permit, Order or Law, in each case, applicable to the Company Parent; Merger Sub or any Company Subsidiary of their respective Affiliates or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to the Company Parent; Merger Sub or any Company Subsidiary of their respective Affiliates in connection with the execution and delivery of this Agreement or the Statutory Merger Agreement or its performance of its obligations hereunder or thereunder or the consummation of the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, other than (i) (A) compliance with and filings under the filing HSR Act, (B) approvals and filings with the SEC any Governmental Entities as set forth in Section 4.03 of the Proxy Statement in definitive formParent Disclosure Letter, and (BC) the filing with the SEC of such reports under, and such other compliance withConsents as are required to be made or obtained under (1) any non-U.S. antitrust, the Exchange Act competition, trade regulation, foreign investment or similar Laws or (2) applicable state securities or “blue sky” Laws and the Securities Actsecurities Laws of any foreign country, and the rules and regulations thereunder, as may be required in connection with this Agreement, each case in order to complete the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement, ; (ii) compliance with executing and filings under delivering the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, Statutory Merger Agreement; (iii) the filing of the Certificate of Merger Application with the Secretary of State of Registrar pursuant to the State of Delaware Bermuda Companies Act and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, ; and (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent and Sub of this Agreement does Agreement, do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions and compliance with the terms hereof will not, not conflict with, with or result in any violation of any provision of, or default (cause an event that, with or without notice or lapse of time, time or both) under, or give rise to could become a right of terminationviolation of, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company CharterParent Memorandum of Association, the Company By-laws Parent Articles or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Sub, (ii) any Contract to which the Company Parent or any Company Subsidiary Sub is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, Law applicable to the Company Parent or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), Sub other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would are not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or fromof, or registration, declaration, notice declaration or filing made to with, or with permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) compliance with and filings under (A) the filing with HSR Act, (B) the SEC Monopoly Regulation and Fair Trade Act of South Korea, (C) the Proxy Statement in definitive formFair Trade Act of Taiwan, (D) the Act Concerning Prohibition of Private Monopolization and Maintenance of Fair Trade (Law No. 54 of 1947) of Japan, and (BE) as applicable, the Regulation of the Merger and Acquisition of Domestic Enterprises by Foreign Investors of the People’s Republic of China and the Anti-Monopoly Law of the People’s Republic of China, (ii) compliance with and legally required filings under any Defense Review Laws, (iii) the filing with the SEC of such reports under, under Sections 13 and such other compliance with, 16 of the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this AgreementTransactions, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iiiiv) the filing of the Certificate of Merger Filing with the Secretary of State of the State of Delaware California and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, other items (A) that may be required under the FCC or applicable Law of any other Governmental Entities foreign country (other than with respect to securities, antitrust, competition, trade regulation or similar LawsIsrael), in each case as may be (B) required in connection with this Agreement, the Merger or the other transactions contemplated (x) solely by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals reason of the NASDAQ Stock Market LLC participation of the Company (“NASDAQ”as opposed to any third party) in the Transactions or (y) as are required to permit the consummation a result of the Merger actions taken pursuant to Sections 6.05(a)(i) and 6.05(a)(ii) or (viiC) such other matters that, individually or in the aggregate, have not had and would are not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The Except as set forth on Section 3.4 of the Seller Disclosure Schedules, the execution and delivery by the Company Seller of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger Transaction and the other transactions contemplated hereby and compliance by this Agreement Seller with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any Company Subsidiary Purchased Assets under, any provision of (ia) the Company Chartercertificate of incorporation, the Company By-laws bylaws or the comparable charter or organizational equivalent governing documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Seller Entity or Purchased Entity, (iib) any Contract to which of the Company or any Company Subsidiary is Purchased Venture Governing Documents of a party or by which any of their respective properties or assets is bound or any Company Permit or Purchased Venture, (iiic) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, Law applicable to the Company Business, or to which any Company Subsidiary Seller Entity, Purchased Entity or their respective properties Purchased Venture is subject, or assets (assuming that d) any Material Contract or Business Permit, except, with respect to the Company Stockholder Approval is obtainedforegoing clause (d), other than, in the case of clauses (ii) and (iii) above, for any matters thatsuch items that would not reasonably be expected to be, individually or in the aggregate, have not had and would not reasonably be expected material to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from the Business or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent impair or materially impede, interfere with, hinder or delay the consummation ability of Seller to (x) perform its obligations under this Agreement or (y) consummate the Merger. (b) Transaction and the other transactions contemplated hereby. No Consent Approval of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary Seller Entities or, the Purchased Companies in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger Transaction and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the SEC purpose or effect of the Proxy Statement in definitive form, and monopolization or restraint of trade (B) the filing with the SEC of such reports under, and such other compliance withcollectively, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement“Antitrust Laws”), (ii) compliance with in respect of any Permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedules and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do businessthose that, (iv) such Consentsif not obtained, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Considerationgiven, (v) such Consents from, or registrations, declarations, notices or filings made would not reasonably be expected to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thatbe, individually or in the aggregate, have not had and would not reasonably be expected material to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from the Business or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent impair or materially impede, interfere with, hinder or delay the consummation ability of Seller to (x) perform its obligations under this Agreement or (y) consummate the MergerTransaction and the other transactions contemplated hereby.

No Conflicts; Consents. (a) The execution and delivery by the Company Parent and Merger Sub of this Agreement does not, and the performance by it Parent and Merger Sub of its their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions will not, violate, conflict with, or result in a breach of any violation provision of or the loss of any material benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, cancellation or acceleration of any obligationamendment under, any give rise to an obligation to make an offer to purchase or redeem any Indebtedness or capital stock stock, voting securities or any loss of a material benefit other equity interests under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of (i) the Company Parent Charter, the Company By-laws Parent Bylaws, the Merger Sub Charter or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Merger Sub Bylaws as currently in effect, (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b3.05(b), any Judgment judgment, order or decree of a Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation, including the rules and regulations of the NYSE (“Law”), in each case, case applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent consent, waiver or Permit (“Consent”) of or from, or registration, declaration, notice or filing made to or with with, any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this AgreementTransactions, other than (i) (A) the filing with the SEC of the Joint Proxy Statement in definitive form, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act of 1933 (the “Securities Act”), of the registration statement on Form S-4 in connection with the issuance by Parent of the Stock Consideration, in which the Joint Proxy Statement will be included as a prospectus (the “Form S-4”), and (BC) the filing with the SEC of such reports and other filings under, and such other compliance with, the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementTransactions, (ii) compliance with and filings and the expiration or early termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act, the Indian Competition Law (if required”), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) the filing of the Certificate Articles of Merger with with, and the Secretary issuance of State a certificate of merger by, the State of Delaware SCC and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws Laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents of or from, or registrations, declarations, notices or filings made to or with, with the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) NYSE as are required to permit the consummation of the Merger and the listing of the shares of Parent Common Stock to be issued as Stock Consideration and (viivi) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company Parent, Merlin Holdco and Merger Sub of this Agreement does not, and the performance by it Parent, Merlin Holdco and Merger Sub of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation of any provision of, the Parent Notice of Articles, the Parent Articles or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the Parent Shareholder Approval is obtained), (ii) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of the Company Parent or any Company Parent Subsidiary under, any provision of (i) the Company Charterof, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company Parent or any Company Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.05(b3.5(b), any Judgment or Law, in each case, Law applicable to the Company Parent or any Company Parent Subsidiary or their respective properties or assets (assuming that the Company Stockholder Parent Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) aboveof this Section 4.5(a), any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Parent Subsidiary in connection with the execution and delivery of this Agreement by each of Parent, Merlin Holdco and Merger Sub or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing of the Parent Circular with the SEC Canadian Securities Regulatory Authorities, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Proxy Statement in definitive formForm F-4, and (BC) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and Act, the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, ; (ii) compliance with any applicable requirements under Canadian Securities Laws; (iii) compliance with and filings under the HSR Act, including the Indian Competition Law expiration or termination of any applicable waiting period thereunder; (if required)iv) compliance with and filings under the Communications Act, the Canadian Telecommunications Act of 1993 and the Canadian Radiocommunication Act of 1985, as amended; (v) the CFIUS Approval and any filings with respect thereto; (vi) the DSS Approval and any filings with respect thereto; (vii) compliance with and filings under the rules of the DDTC; (viii) such other Consents, registrations, declarations, approvals, clearances, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Competition Laws, ; (iiiix) the ICA Approval; (x) 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 the other jurisdictions in which Parent and the Company and Parent are qualified to do business, ; (ivxi) such Consents, registrationsregistration, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, ; (vxii) such Consents from, or registrations, declarations, notices or compliance with and filings made to or with, under the FCC Canadian Remote Sensing Space Systems Act of 2005 or any other Governmental Entities similar applicable Laws, as amended, for licensing of private land remote-sensing space systems; and (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vixiii) such filings compliance with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerfilings under applicable stock exchange rules.

No Conflicts; Consents. (a) The execution and delivery by the Company UABRF of this Agreement does and the Ancillary Documents to which UABRF is or will be a party do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by this Agreement UABRF with the provisions hereof and thereof will not, contravene, conflict with, or result in any violation of or a breach of, constitute a default (with or without notice or lapse of time, or both) under, under or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit underviolation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary underEncumbrance pursuant to, (i) any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)UABRF, (ii) any Contract to which the Company judgment, order, decree, rule, law or regulation of any Company Subsidiary is a party court or by which any of their respective properties governmental authority, foreign or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each casedomestic, applicable to UABRF or to the Company Technology, except where any such contravention, conflict, breach or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would default could not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with material adverse effect on Fluidigm’s rights under the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this New License Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreementhereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) the filing any provision of the Certificate any agreement, instrument or understanding to which UABRF is a party or by which UABRF is bound or any of Merger [***] Information has been omitted and filed separately with the Secretary of State of the State of Delaware Securities and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than Exchange Commission. Confidential treatment has been requested with respect to securitiesthe omitted portions. the Technology is affected, antitrustexcept where such any such contravention, competitionconflict, trade regulation breach or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would default could not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from material adverse effect on Fluidigm’s rights under the New License Agreement or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergertransactions contemplated hereby, nor will such actions give to any other person or entity any interests or rights of any kind, including rights of termination, acceleration or cancellation, in or with respect to any of the Technology, or result in the creation of any Encumbrance on any of the Technology. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or any governmental authority is required to be obtained on the part of the UABRF to permit the consummation of the transactions contemplated by this Agreement or the Ancillary Documents.

No Conflicts; Consents. (a) The Except as set forth in Section 5.02 of the letter, dated as of the date of this Agreement, from Buyer to Seller (the "BUYER DISCLOSURE LETTER"), the execution and delivery by the Company of this Agreement does not, and the performance by it execution and delivery of its obligations hereunder the other Transaction Documents will not, and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien other than a Permitted Lien, upon any of the properties or assets of the Company Buyer or any Company Buyer Subsidiary under, any provision of (i) the Company Charter, the Company By-laws Certificate of Incorporation or Bylaws of Buyer or the comparable charter or organizational documents governing instruments of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)Buyer Subsidiary, (ii) any Contract note, bond, mortgage, indenture, deed of trust, license, permit, lease, contract, commitment, agreement or arrangement to which the Company Buyer or any Company Buyer Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit are bound, or (iii) subject to the filings and other matters referred to in Section 4.05(b)any judgment, any Judgment order, or Lawdecree, in each caseor statute, law, ordinance, rule or regulation applicable to the Company Buyer or any Company Buyer Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes material adverse effect on the ability of this Section 4.05(a), effects resulting from or arising in connection with Buyer to consummate the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) transactions contemplated hereby and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerthereby. (b) No Consent of consent, approval, license, permit, order or fromauthorization of, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity is required to be obtained or made by or with respect to the Company Buyer or any Company Buyer Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder the other Transaction Documents or the consummation of the Merger and the other transactions contemplated by this Agreementhereby or thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if requiredii) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act or compliance with and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, the Securities Act and (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as those that may be required solely by reason of Seller's (as opposed to any other third party's) participation in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement hereby and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergerthereby.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement does by Seller do not, and the execution and delivery of each Collateral Agreement by the Seller and the performance by it Seller of its obligations hereunder and thereunder (including without limitation the grant of the licenses under the License Agreement) and the consummation by Seller of the Merger and the other transactions contemplated by this Agreement will nothereby and thereby (in each case, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, (i) underviolate the provisions of any of the certificate of incorporation or bylaws of the Seller, (ii) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract (A) to which the Seller is a party, (B) of which the Seller is a beneficiary or (C) by which the Seller or any of its assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to the Seller, or give rise any Governmental Body or other Person the right to a right challenge any of terminationthe transactions contemplated by this Agreement or the Collateral Agreements or to exercise any remedy, cancellation obtain any relief under or acceleration of revoke or otherwise modify any obligationrights held under, any obligation to make an offer to purchase such Law, Authorization or redeem any Indebtedness or capital stock or any loss of a material benefit underOrder, or (iv) result in the creation of any Lien Encumbrances upon any of the properties assets owned or assets of used by the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), Seller; other than, in the case of clauses (ii) and (iii) above), any matters thatsuch conflicts, individually violations or in the aggregate, have not had and defaults that would not reasonably be expected to have a Company Material Adverse Effect (it being agreed Effect. Section 2.3(a) of the Seller Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions that for purposes of this Section 4.05(a), effects resulting from or arising are required in connection with the matters set forth transactions contemplated by this Agreement under any Assigned Contract to which the Seller is a party (collectively, “Consents”) in clause (iv) order to sell, assign, transfer, convey and deliver to, Buyer all rights and benefits of the definition of Seller under the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred Assigned Contracts without any impairment or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergeralteration whatsoever. (b) No Consent of Authorization or fromOrder of, registration, declaration or filing with, or registrationnotice to, declaration, notice or filing made to or with any Governmental Entity Body or other Person, is required to be obtained or made by or with respect to the Company or any Company Subsidiary Seller in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the Collateral Agreements and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) including, without limitation, any consent or approval from the filing with the SEC United States Department of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerTreasury regarding CFIUS.

No Conflicts; Consents. (a) The execution execution, delivery and delivery by the Company of this Agreement does not, and the performance by each of Seller and each Selling Affiliate of each Transaction Agreement to which it of its obligations hereunder and is or will be party, the consummation of the Merger Transactions and the other transactions contemplated compliance by this Agreement each of Seller and each Selling Affiliate with the terms thereof will not, not conflict with, or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation, any obligation or to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien (other than any Permitted Liens) upon any of the properties or assets of the Company Seller or any Company Subsidiary Selling Affiliate (including any assets held under a lease or license) under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of Seller or any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), Selling Affiliate or (ii) (A) any Contract contract, lease, sublease, license, indenture, debenture, note, bond, indenture, mortgage, guarantee, agreement, concession, commitment or other legally binding arrangement (a “Contract”) to which the Company Seller or any Company Subsidiary a Selling Affiliate is a party or by which any of their respective Seller’s or any Selling Affiliate’s properties or assets is bound or (B) any Company Permit judgment, ruling, order or decree (iiia “Judgment”) subject to the filings and other matters referred to in Section 4.05(bor statute, law (including common law), any Judgment ordinance, rule or regulation (a “Law, in each case, ”) applicable to the Company Seller or a Selling Affiliate or any Company Subsidiary or of their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses clause (ii) and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Seller Material Adverse Effect Effect. (it being agreed that for purposes b) Assuming the truth and accuracy of this Section 4.05(athe representations and warranties of Purchaser set forth in Article IV (Representations and Warranties of Purchaser), effects resulting from no consent, approval, license, permit, order, waiting period expiration, waiver or arising authorization (a “Consent”) of, or registration, declaration, notice or filing with, any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental or quasi-governmental entity or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to Seller or any Selling Affiliate in connection with the matters set forth in clause (iv) execution, delivery and performance of this Agreement or any of the definition other Transaction Agreements or the consummation of the term “Material Adverse Effect” shall Transactions, other than (i) the Required Regulatory Approvals, (ii) those that may be required solely by reason of Purchaser’s or any of its Affiliates’ (as opposed to any other third Person’s) participation in the Transactions and (iii) those the failure of which to obtain or make, individually or in the aggregate, would not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not be material to the Companies or the Business, taken as a whole, or prevent or materially impede, interfere with, hinder or delay the consummation of the MergerTransactions. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Parent, Holdco Parent, Holdco and Sub of this Agreement does and the other Parent-Sub Documents (as applicable), do not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, amendment or acceleration under, require a consent or waiver under, require the payment of any obligation, any obligation to make an offer to purchase a penalty or redeem any Indebtedness increased fees or capital stock or any the loss of a material benefit under, or result in the creation of any Lien upon (other than a Permitted Lien) under, or give rise to any of the properties or assets of the Company or any Company Subsidiary underLiabilities with respect to, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of Parent or any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)of its subsidiaries, (ii) any Material Contract or Permit to which the Company Parent, Holdco Parent, Holdco or any Company Subsidiary Sub is a party or by which any of their respective properties or assets is bound or any Company Permit bound, or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any Judgment or Law, in each case, Law applicable to the Company Parent, Holdco Parent, Holdco or any Company Subsidiary Sub or their respective properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (ii) ), and (iii) above, any matters such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of consent, approval, license, Permit, Judgment, certificate or fromother authorization of, or registration, declaration, notice declaration or filing made to with or with notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company Parent or any Company Subsidiary of its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, Transactions other than (i) (A) the filing with and recordation of appropriate merger documents as required by the SEC of the Proxy Statement in definitive formDGCL, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution Except as set forth on Section 4.02(a) of the Disclosure Schedules, the execution, delivery and delivery performance by the Company Buyer of this Agreement does not, and the performance by it of its obligations hereunder documents to be delivered hereunder, and the consummation of the Merger transactions described herein, do not and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of : (i) violate or conflict with the Company Chartercertificate of incorporation, the Company By-laws bylaws or the comparable charter or other organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), Buyer; (ii) violate or conflict with any Contract Law applicable to Buyer (including, for the avoidance of doubt, federal and state securities Laws and regulations and the rules and regulations of the Nasdaq Stock Market or such other securities exchange or quotation system upon which the Company securities of Buyer may be listed or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit quoted (the “Principal Market”)); or (iii) subject violate or conflict with any permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights of Buyer. No consent, approval, waiver or authorization is required to the filings and other matters referred to in Section 4.05(b), be obtained by Buyer from any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising Person in connection with the matters set forth in clause (iv) execution, delivery and performance by Buyer of this Agreement and the definition of documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergertransactions described herein. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary Except as specifically stated in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and as required under the Securities Act, Act or applicable state securities Laws and the rules and regulations thereunderof the Principal Market, Buyer is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or Governmental Entity or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or described herein in accordance with the terms hereof or thereof. Except as may be required in connection with this Agreementdisclosed on Section 4.02(b) of the Disclosure Schedule, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, Buyer has not received nor delivered any notices or filings as are required correspondence from or to be made or obtained under any foreign antitrustthe Principal Market, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than notices with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case listing of additional Buyer Common Stock and other routine correspondence. Except as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this disclosed on Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv4.02(b) of the definition of Disclosure Schedule, the term “Material Adverse Effect” shall Principal Market has not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergercommenced any delisting proceedings against Buyer.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Seller does not, and the execution and delivery of each Ancillary Agreement to which Seller is, or specified to be, a party, the performance by it Seller of its obligations hereunder and thereunder and the consummation by Seller of the Merger and the other transactions contemplated by this Agreement will nothereby and thereby (in each case, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, (i) underviolate the provisions of any of the Charter Documents of Seller, (ii) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract (A) to which Seller is a party, (B) of which Seller is a beneficiary or (C) by which Seller or any of its respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Seller, or give rise any Governmental Entity or other Person the right to a right challenge any of terminationthe transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, cancellation obtain any relief under or acceleration of revoke or otherwise modify any obligationrights held under, any obligation to make an offer to purchase such Law, Authorization or redeem any Indebtedness or capital stock or any loss of a material benefit underOrder, or (iv) result in the creation of any Lien Liens upon any of the properties assets owned or assets of the Company or used by Seller, except for any Company Subsidiary undersuch violations, any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), defaults and events referred to in clause (ii) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (iii) and (iv) that would not in the aggregate be material to the Business and the Purchased Assets taken as a whole. Section 4.3(a) of the Seller’s Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any Contract to which the Company or any Company Subsidiary Seller is a party or by which any of their respective properties or assets is bound or any Company Permit or (iiicollectively, “Consents”) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets order (assuming that the Company Stockholder Approval is obtained), other than, i) in the case of clauses Contracts that are not Assigned Contracts, to preserve all rights and benefits of Seller thereunder and (ii) and (iii) above, any matters that, individually or in the aggregatecase of Contracts that are Assigned Contracts, have not had to sell, assign, transfer, convey and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes deliver to, Buyer all rights and benefits of this Section 4.05(a), effects resulting from Seller thereunder without any impairment or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Mergeralteration whatsoever. (b) No Consent of Authorization or fromOrder of, registration, declaration or filing with, or registrationnotice to, declaration, notice or filing made to or with any Governmental Entity or other Person, is required to be obtained or made by or with respect to the Company or any Company Subsidiary Seller in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or and the Ancillary Agreements and the consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive formexcept for such Authorizations, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, filings and notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, under the Merger or HSR Act and the other transactions contemplated by this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerOther Antitrust Laws.

No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement by Pxxxxx does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.06(b), the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement by Parent will notnot (i) conflict with or violate the Parent Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.06(b) have been obtained and all filings and obligations described in Section 4.06(b) have been made, conflict withwith or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected, or (iii) result in any violation breach of or constitute a default (or an event which, with or without notice or lapse of time, time or both, would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit underof, or result in the creation of a Lien (other than any Lien upon Permitted Lien) on any material property or asset of the properties or assets of the Company Parent or any Company Parent Subsidiary underpursuant to, any provision of (i) the Company Chartermaterial Contract, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained)except, (ii) any Contract with respect to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above), for any matters thatsuch conflicts, individually violations, breaches, defaults or in the aggregate, have not had and other occurrences as would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the The execution and delivery of this Agreement or its by Parent does not, and the performance of its obligations hereunder this Agreement by Parent will not, require any consent, approval, license, permit, franchise, authorization or the consummation of the Merger and the other transactions contemplated by this Agreementpermit of, other than or filing with or notification to, any Governmental Authority, except (i) (A) the filing with the SEC for applicable requirements, if any, of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the state securities or “blue sky” laws of various states in connection with the issuance of the Stock Considerationand state takeover laws, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case and consents as may be required in connection with this Agreementunder the rules and regulations of Nasdaq and filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the Merger failure to obtain such consents, approvals, authorizations or the other transactions contemplated by this Agreement and are required with respect mergers, business combinations permits or changes in control of telecommunications companies generally, (vi) to make such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters thator notifications, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution and delivery by the Company each of Seller and Seller Guarantor of this Agreement does not, the execution and the performance delivery by each of Seller, AGA and Seller Guarantor of each Ancillary Agreement to which it of its obligations hereunder is specified to be a party will not, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and compliance by this Agreement each of Seller, AGA and Seller Guarantor with the terms hereof and thereof will not, conflict with, with or result in any breach, violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of approval, authorization, termination, acceleration or cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of Seller, AGA or Seller Guarantor (as the Company or any Company Subsidiary case may be) under, any provision of (ia) the Company CharterGoverning Documents of Seller, AGA or Seller Guarantor (as the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtainedcase may be), (iib) any Contract to which Seller, AGA or Seller Guarantor (as the Company or any Company Subsidiary case may be) is a party or by which any of their respective its properties or assets is bound or any Company Permit or (iiic) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, Applicable Law applicable to Seller, AGA or Seller Guarantor (as the Company case may be) or any Company Subsidiary or their respective its properties or assets (assuming that the Company Stockholder Approval is obtained)assets, other than, in the case of clauses (iib) and (iiic) above, any matters such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Seller Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred . No material consent, approval, license, permit, order or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Consent of or fromauthorization of, or registration, declaration, notice declaration or filing made to or with with, any Governmental Entity is required to be obtained or made by or with respect to the Company Seller, AGA or any Company Subsidiary Seller Guarantor in connection with the execution execution, delivery and delivery performance of this Agreement or its performance of its obligations hereunder any Ancillary Agreement to which it is specified to be a party or the consummation of the Merger and Acquisition or the other transactions contemplated by this Agreementhereby and thereby, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, Act and the Indian Applicable Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any foreign antitrust, competition, trade regulation or similar Laws, (ii) those set forth in Section 3.3(ii) of the Company Disclosure Schedule and (iii) 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 the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as those that may be required solely by reason of Purchaser’s (as opposed to any other Person’s) participation in connection with this Agreement, the Merger or Acquisition and the other transactions contemplated by hereby. In making this representation, Seller is relying on the accuracy of the representations of (x) each of Holdco and Purchaser in Section 5.3 of this Agreement and are required with respect mergers(y) each of Holdco, business combinations or changes Purchaser and Ikaria in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes Section 6.3 of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the MergerAgreement.