No Restrictions; Required Consents. The execution and delivery of this Agreement by such Purchaser does not, and the performance by such Purchaser of the transactions contemplated hereby will not, (i) in the case of a corporate Purchaser, conflict with such Purchaser's certificate of incorporation or by-laws, (ii) 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 debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which such Purchaser is a party or by which it is bound, or (iii) constitute a violation of any Law applicable to such Purchaser. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other party is required to be obtained or made by or with respect to such Purchaser in connection with the execution and delivery of this Agreement by such Purchaser or the consummation by such Purchaser of the transactions contemplated hereby.
No Restrictions; Required Consents. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by such Selling Shareholder does not, and the performance by such Selling Shareholder of the transactions contemplated hereby or thereby to be performed by it will not, subject to obtaining the consents, approvals, orders or authorizations and making the filings referred to below, (a) violate, 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 or to loss of a benefit under, any contract, permit, order, judgment or decree to which such Selling Shareholder is a party, (b) constitute a violation of any Law applicable to such Selling Shareholder, or (c) result in the creation of any Lien upon any of the securities to be delivered pursuant to this Agreement or upon the Family Trust, the Controlling Trust or the Company (except as arise under the Transaction Documents). No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Entity is required to be obtained or made by or with respect to such Selling Shareholder in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party by such Selling Shareholder or the performance by such Selling Shareholder or the Company of the transactions contemplated hereby or thereby to be performed by it.
No Restrictions; Required Consents. The execution and delivery of this Agreement by each Xxxxx Shareholder does not, and the performance by the Company of the transactions contemplated hereby to be performed by it will not (a) 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 or to loss of a benefit under, any contract, permit, order, judgment or decree to which he is a party or by which any of his properties are bound, (b) constitute a violation of any law or regulation applicable to any Xxxxx Shareholder, or (c) result in the creation of any lien, charge or encumbrance upon any of the assets of such Xxxxx Shareholder. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to such Xxxxx Shareholder in connection with the execution and delivery of this Agreement by him or the performance by him of the transactions contemplated hereby.
No Restrictions; Required Consents. The execution and delivery of this Agreement by the Companies does not, and the performance by the Companies of the transactions contemplated hereby (including without limitation the Tender Offer, the Target Acquisition, the Target Merger and the CCI Merger) to be performed by them will not (a) conflict with their or their Subsidiaries' respective articles of incorporation or by-laws, (b) 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 debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which any Company or any Subsidiary thereof is a party or by which any of their properties are bound, (c) constitute a violation of any law or regulation applicable to any Company or any Subsidiary thereof, or (d) result in the creation of any lien, charge or encumbrance upon any of their respective assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "Governmental Entity") is required to be obtained or made by or with respect to any Company or any Subsidiary thereof in connection with the execution and delivery of this Agreement by any Company or the performance by any Company of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1.5 and (i) any filings required with the Federal Trade Commission and Department of Justice pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), in respect of the purchase of the CCI Common Stock by the Purchaser, if any, (ii) the filing of a certificate of merger with Secretary of State of Texas for the CCI Merger, and (iii) any filings specified in Section 4.1(c)(A)-(H) of the Target Merger Agreement.
No Restrictions; Required Consents. The execution and delivery of this Agreement by the Company do not, and the performance by the Company of the transactions contemplated hereby to be performed by the Company will not, (i) conflict with the Certificate of Incorporation or Bylaws of the Company or the Amended and Restated Certificate of Incorporation to be adopted pursuant to Section 3.2 hereof, (ii) 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 debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Company is a party or by which any of its properties are bound, (iii) constitute a violation of any statute, law, rule or regulation ("Law") applicable to the Company, or (iv) result in the creation of any lien upon any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, government, governmental agency, authority, entity or instrumentality (a "Governmental Entity") is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the performance by the Company of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.1(e).
No Restrictions; Required Consents. The execution and delivery of this Agreement by CZHH do not, and the performance by CZHH of the transactions contemplated hereby to be performed by CZHH will not, (i) conflict with the Certificate of Incorporation or Bylaws of CZHH, (ii) 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 debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which CZHH is a party or by which any of its properties are bound, (iii) constitute a violation of any Law applicable to CZHH, or (iv) result in the creation of any lien upon any of its assets. No consent, approval, order or authorization of, or registration, declaration or filing with, a Governmental Entity is required to be obtained or made by or with respect to CZHH in connection with the execution and delivery of this Agreement by CZHH or the performance by CZHH of the transactions contemplated hereby to be performed by it, except for such of the foregoing as are listed or described on Schedule 2.3.(e).
No Restrictions; Required Consents. (a) The execution and delivery of this Agreement by the Seller does not, and the execution by the Seller of the Stockholders Agreement, the Blair Option Agreement and the Seller Registration Rights Agreement wixx xxt, and the performance by the Seller of the transactions contemplated hereby and thereby to be performed by the Seller will not,
No Restrictions; Required Consents. The execution and delivery of this Agreement by the Purchaser does not, and the execution and delivery of the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sellxx Xxgistration Rights Agreement by the Purchaser will not, and the performance by the Purchaser of the transactions contemplated hereby and thereby to be performed by it will not, (a) conflict with the Purchaser's limited partnership agreement, (b) 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 debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Purchaser is a party or by which it is bound, or
No Restrictions; Required Consents. 4.4.1. The execution, delivery and performance of this Agreement by the Corporation does not, and the performance by the Corporation of the transactions contemplated hereby to be performed by it will not :
No Restrictions; Required Consents. The execution and delivery of this Agreement by the Seller does not, and the performance by the Seller of the transactions contemplated hereby will not, (i) conflict with the Seller's Memorandum of Association or Articles of Association, (ii) 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 debt or obligation or constitute a breach of, create a loss of a material benefit under, any contract, mortgage, indenture, lease, agreement or other instrument or any permit, order, judgment or decree to which the Seller is a party or by which any is bound, or (iii) constitute a violation of any domestic or foreign statute, law, ordinance, rule or regulation (the "LAW") applicable to the Seller, in each case which would result in a material adverse effect on the Seller and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (a "GOVERNMENTAL ENTITY") or other party is required to be obtained or made by or with respect to the Seller in connection with the Seller's execution and delivery of this Agreement or the consummation by the Seller of the transactions contemplated hereby.
