No Consents; No Violations. (A) No authorization, approval or other action by, and no notice to or filing with, any Government Entity or Self-Regulatory Organization or any other Person is required for the due execution, delivery, and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby (other than (x) such as has been obtained, given, effected or taken prior to the date hereof, (y) consents, authorizations, approvals or filings required to be obtained or made by, or notices given to, any Government Entity or Self-Regulatory Organization to the extent having jurisdiction over the Holders, as to which the Company makes no representations or warranties and (z) routine filings that are informational in nature and made in the ordinary course of business); and (B) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in any breach, violation or contravention of (1) its certificate of incorporation or its by-laws, (2) any Law applicable to the Company, (3) any order, writ, injunction, judgment, decree or award of any Government Entity or Self-Regulatory Organization to which the Company or any of its properties is subject or (4) any mortgage, contract, agreement, deed of trust, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which the Company is a party or by which any of its properties is bound, except for breaches, violations and contraventions, if any, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, results of operations, business, properties or assets of the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Warrantholder Rights Agreement, Warrantholder Rights Agreement (Affinion Group, Inc.)
No Consents; No Violations. (A) No authorization, approval or other action by, and no notice to or filing with, any Government Entity or Self-Regulatory Organization or any other Person is required for the due execution, delivery, and performance by the Company such Holder of this Agreement or the consummation of the transactions contemplated hereby (other than (x) such as has been obtained, given, effected or taken prior to the date hereof, (y) consents, authorizations, approvals or filings required to be obtained or made by, or notices given to, any Government Entity or Self-Regulatory Organization to the extent having jurisdiction over the HoldersCompany, as to which the Company such Holder makes no representations or warranties and (z) routine filings that are informational in nature and made in the ordinary course of business); and (B) the execution, delivery delivery, and performance of this Agreement and the consummation performance by such Holder of the transactions contemplated hereby its obligations hereunder do not and will not result in any breach, violation or contravention of (1) its certificate of incorporation or its by-lawsif such Holder is an entity, such Holder’s organizational documents, (2) any Law applicable to the Companysuch Holder, (3) any order, writ, injunction, judgment, decree or award of any Government Entity or Self-Regulatory Organization to which the Company such Holder or any of its properties is subject or (4) any mortgage, contract, agreement, deed of trust, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which the Company such Holder is a party or by which any of its properties is bound, except for breaches, violations and contraventions, if any, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, results of operations, business, properties or assets of the Company and its Subsidiaries, taken as a wholesuch Holder.
Appears in 2 contracts
Samples: Warrantholder Rights Agreement, Warrantholder Rights Agreement (Affinion Group, Inc.)
No Consents; No Violations. (A) No authorization, approval or other action by, and no notice to or filing with, any Government Entity or Self-Regulatory Organization or any other Person is required for the due execution, delivery, and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby (other than (x) such as has been obtained, given, effected or taken prior to the date hereof, (y) consents, authorizations, approvals or filings required to be obtained or made by, or notices given to, any Government Entity or Self-Regulatory Organization to the extent having jurisdiction over the Holders, as to which the Company makes no representations or warranties and (z) routine filings that are informational in nature and made in the ordinary course of business); and (B) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in any breach, violation or contravention of (1) its certificate the Certificate of incorporation Incorporation or its bythe By-lawsLaws, (2) any Law applicable to the Company, (3) any order, writ, injunction, judgment, decree or award of any Government Entity or Self-Regulatory Organization to which the Company or any of its properties is subject or (4) any mortgage, contract, agreement, deed of trust, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which the Company is a party or by which any of its properties is bound, except for breaches, violations and contraventions, if any, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, results of operations, business, properties or assets of the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Stockholder Agreement (Affinion Group Holdings, Inc.)
No Consents; No Violations. (A) No authorization, approval or other action by, and no notice to or filing with, any Government Entity or Self-Regulatory Organization or any other Person is required for the due execution, delivery, and performance by the Company such Holder of this Agreement or the consummation of the transactions contemplated hereby (other than (x) such as has been obtained, given, effected or taken prior to the date hereof, (y) consents, authorizations, approvals or filings required to be obtained or made by, or notices given to, any Government Entity or Self-Regulatory Organization to the extent having jurisdiction over the HoldersCompany, as to which the Company such Holder makes no representations or warranties and (z) routine filings that are informational in nature and made in the ordinary course of business); and (B) the execution, delivery delivery, and performance of this Agreement and the consummation performance by such Holder of the transactions contemplated hereby its obligations hereunder do not and will not result in any breach, violation or contravention of (1) its certificate of incorporation or its by-lawsif such Holder is an entity, such Holder’s organizational documents, (2) any Law of any Government Entity applicable to the Companysuch Holder, (3) any order, writ, injunction, judgment, decree or award of any Government Entity or Self-Regulatory Organization to which the Company such Holder or any of its properties is subject or (4) any mortgage, contract, agreement, deed of trust, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which the Company such Holder is a party or by which any of its properties is bound, except for breaches, violations and contraventions, if any, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, results of operations, business, properties or assets of the Company and its Subsidiaries, taken as a wholesuch Holder.
Appears in 1 contract
Samples: Stockholder Agreement (Affinion Group Holdings, Inc.)