Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not, (i) violate, breach or conflict with the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other organizational documents, as applicable, of the Company or any Company Subsidiary; (ii) constitute a breach or violation of, or a default (or an event that, with or without notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and that, to the extent required by applicable law, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breaches, violations, defaults or liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effect.

No Violation; Consents. (a) The Except as set forth on Section 2.4(a) of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and the Company do does not, and the consummation by Parent and the Company of the transactions contemplated hereby will not, not (i) violate, breach or conflict with or violate the certificate of incorporation, bylaws, certificate incorporation and bylaws of formation, limited liability company agreement, certificate Parent or the Company or the comparable organizational documents of limited partnership, agreement of limited partnership or other organizational documents, as applicable, any of the Company or any Company Subsidiary; Subsidiaries, (ii) constitute a breach or violation of, or a default (or an event thatwhich, with or without notice or lapse of time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of the Company Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement agreement, including any Company Material Contract, instrument or instrument Permit to which Parent, the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties are bound or assets is bound; subject, (iii) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b2.4(b) are duly and timely made or obtained and that, to the extent required by applicable law, that the adoption of this Agreement by the affirmative vote of the Company stockholders is Parent Required Votes are obtained); ) conflict with or violate any Law or any order, judgment, decree or injunction (iveach, an “Order”) result in the creation or imposition of any lienfederal, charge state or encumbrance upon local or foreign government, any property court, administrative, regulatory or asset of other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to Parent or the Company or any of the Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) Subsidiaries or any of their properties, except, in the case of clauses clause (ii), (iii) and (iviii), for any such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or liens Liens, that would nothave not had, and could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effect.

No Violation; Consents. (a) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not, not (i) violate, breach or conflict with or violate the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other organizational documents, as applicable, incorporation and bylaws of the Company or the comparable organizational documents of any Company Subsidiary; of its Subsidiaries, (ii) constitute a breach or violation of, or a default (or an event thatwhich, with or without notice or lapse of time or both, would constitute such a default) under, require consent under, or give rise to a right of termination, cancellation, creation or acceleration of any obligation, payment of any consent or similar fee, or to the loss of any benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement agreement, including any Material Contract (as defined in Section 3.12(a)), instrument or instrument Permit (as defined in Section 3.6(b)) to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them or any of their respective properties are bound or assets is bound; subject, (iii) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b3.5(b) are duly and timely made or obtained and that, to the extent required by applicable lawLaw, the adoption of this Agreement by the affirmative vote of the Company stockholders Required Vote is obtained); ) conflict with or (iv) result in the creation violate any Law or imposition any order, judgment, decree or injunction of any lienfederal, charge state or encumbrance upon local or foreign government, any property court, administrative, regulatory or asset of other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission, body, entity or authority or any arbitral tribunal (each, a “Governmental Entity”) directed to the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) of its Subsidiaries or any of their properties, except, in the case of clauses clause (ii), ) or (iii) and (iv), for any such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or liens Liens, that would nothave not had, and could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effect.

No Violation; Consents. (a) The execution Except as set forth in Schedule 3.07, the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of this Agreement the Notes and compliance by the Company do not, and each of its Subsidiaries party thereto with the terms thereof and the consummation by the Company of the transactions contemplated hereby by the Transaction Documents will not, not (i) violate, breach or conflict with the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other organizational documents, as applicable, of the Company or any Company Subsidiary; (ii) constitute a breach or violation of, or a default (or an event that, with or without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, would or constitute such a defaultdefault under, or cause or give rise to the acceleration or increase of any benefits or any termination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) underupon any property or assets of the Company or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, lease agreement or other agreement or instrument instrument, including any lease or employment agreement, or any Permit, to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them the Company or any of their respective properties its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is bound; subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) violate result in the violation of any statute, law or regulation statute or any judgment, order, judgment, decree rule or injunction regulation of any court or arbitrator or governmental authority agency or body having jurisdiction over the Company or any Company Subsidiary of its Subsidiaries or any of their respective properties or assets (assuming that the consents assets; and approvals referred to in Section 2.5(b) are duly and timely made no consent, approval, authorization or obtained and thatorder of, to the extent required by applicable lawor filing or registration with, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or (iv) result in the creation or imposition of any liennotification of, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breachescourt or arbitrator or governmental agency or body under any such statute, violationsjudgment, defaults order, decree, rule or liens that would notregulation is required for the execution, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, delivery and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Notes and compliance by the Company and each of its Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of with the Company Schedule), terms thereof and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effecttransactions contemplated by the Transaction Documents.

No Violation; Consents. (a) The Subject to obtaining the Required Lender ---------------------- Consent, neither BellSouth PCS's execution and delivery of nor BellSouth PCS's performance of its obligations under this Agreement by the Company do notAgreement, and the nor BellSouth PCS's consummation by the Company of the transactions contemplated hereby to be consummated by it hereby, will not, (i) violateconflict with, violate or result in a breach or conflict with the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other organizational documents, as applicable, any of the Company terms or any Company Subsidiary; (ii) constitute a breach or violation provisions of, or constitute a default (or an event that, with or without notice or lapse the passage of time or giving of notice or both) or give rise to any right of termination, would constitute such a default) under, cancellation or acceleration under any indenture, mortgage, deed of trust, loan agreementlease, lease note, or other contract, agreement or instrument to which the Company or any Company Subsidiary BellSouth PCS is a party or by pursuant to which its assets or properties are bound, (ii) conflict with any provision of them BellSouth PCS's certificate of incorporation or any of their respective properties bylaws, or assets is bound; (iii) violate any statute, law or regulation Applicable Law or any order, writ, judgment, decree decree, stipulation or injunction consent of or with Governmental Authority having jurisdiction. Except for any court or governmental authority having jurisdiction over approval under the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and thatXxxx-Xxxxx Act, to the extent necessary, and the Required Lender Consent, no consent, approval, authorization, order, filing, registration or qualification of or with any Governmental Authority or other Person is required to be obtained by applicable law, BellSouth PCS or the adoption Partnership in connection with the execution and delivery of this Agreement by the affirmative vote of the Company stockholders is obtained); BellSouth PCS or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breaches, violations, defaults or liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effecttransactions contemplated to be consummated by BellSouth PCS or the Partnership hereby.

No Violation; Consents. (a) The Neither the execution and delivery by Parent and Merger Sub of this Agreement by the Company do notand all agreements and documents contemplated hereby, and nor the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby will notor thereby in accordance with the terms hereof or thereof, will: (i) violate, breach or conflict with the certificate or result in a breach of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other organizational documents, as applicable, any provisions of the Company Articles of Incorporation or any Company SubsidiaryBylaws of Parent or Merger Sub; (ii) constitute violate any law, statute, rule, regulation, judgment, or decree applicable to Parent or Merger Sub (iii) violate, conflict with, result in a breach or violation of any provision of, or constitute a default (or an event thatwhich, with or without notice or lapse of time or both, would constitute such a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the triggering of any indenture, mortgage, deed of trust, loan agreement, lease payment or other agreement or instrument to which the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statuteobligations pursuant to, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and that, to the extent required by applicable law, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or (iv) result in the creation or imposition of any lien, security interest, charge or encumbrance upon any property or asset of the Company properties of Parent or Merger Sub under, or result in being declared void, voidable, or without further binding effect, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, loan agreement, deed of trust, or any Company Subsidiary pursuant license, franchise, permit, lease, contract, agreement or other instrument, commitment, or obligation to which Parent or Merger Sub is a party, or by which Parent or Merger Sub or any of their properties is bound or affected; or (iv) subject to compliance with the agreements and instruments referred to requirements set forth in clause (ii); except (A) in the case of clauses (iiSection 4.3(b), (iii) and (iv)require any Consent of any Governmental Entity, except for any such breachesconflicts, violations, defaults breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or liens that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effect.

No Violation; Consents. (ai) The execution and Except as set forth on Schedule 3.1(f) of the Disclosure Letter, neither the execution, delivery or performance by the Company of this Agreement by or any of the Company do not, and Ancillary Agreements nor the consummation by the Company of the transactions contemplated hereby will not, or thereby will: (iA) violate, breach or conflict with or result in a breach of any provisions of the certificate Certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership Incorporation or other By-Laws (or comparable organizational documents, as applicable, ) of the Company or any Company Subsidiaryof its Subsidiaries; (iiB) constitute violate, conflict with, result in a breach or violation of any provision of, or constitute a default (or an event thatwhich, with or without notice or lapse of time or both, would constitute such a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any indenturepayment or other obligations pursuant to, result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trusttrust or any license, loan agreementfranchise, lease Permit, lease, contract, plan, agreement or other agreement instrument, commitment or instrument obligation to which the Company or any Company Subsidiary of its Subsidiaries is a party or party, by which the Company or any of them its Subsidiaries or any of their respective properties or assets is bound; (iii) violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over under which the Company or any Company Subsidiary of its Subsidiaries or any of their respective properties or assets is entitled to a benefit (assuming that each of the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and thatforegoing, to the extent required by applicable lawthe same have any continuing force or effect, the adoption of this Agreement by the affirmative vote a "CONTRACT" and collectively, "CONTRACTS"), except for any of the Company stockholders is obtained); or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breaches, violations, defaults or liens that would notforegoing matters which, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with Effect or prevent or materially delay the consummation of the Merger shall transactions contemplated hereby (a "MATERIAL DELAYING EFFECT"); or (C) violate any Laws applicable to the Company, any of its Subsidiaries or any of their respective assets or properties, except for violations which, individually or in the aggregate, would not constitute have a Company Material Adverse Effect.

No Violation; Consents. (a) The execution Except as set forth in SCHEDULE 3.07, the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of this Agreement the Notes and compliance by the Company do not, and each of its Subsidiaries party thereto with the terms thereof and the consummation by the Company of the transactions contemplated hereby by the Transaction Documents will not, not (i) violate, breach or conflict with the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other organizational documents, as applicable, of the Company or any Company Subsidiary; (ii) constitute a breach or violation of, or a default (or an event that, with or without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, would or constitute such a defaultdefault under, or cause or give rise to the acceleration or increase of any benefits or any termination right, or result in the creation or imposition of any Lien (other than the Liens created in favor of the Security Trustee) underupon any property or assets of the Company or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, lease agreement or other agreement or instrument instrument, including any lease or employment agreement, or any Permit, to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them the Company or any of their respective properties its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is bound; subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) violate result in the violation of any statute, law or regulation statute or any judgment, order, judgment, decree rule or injunction regulation of any court or arbitrator or governmental authority agency or body having jurisdiction over the Company or any Company Subsidiary of its Subsidiaries or any of their respective properties or assets (assuming that the consents assets; and approvals referred to in Section 2.5(b) are duly and timely made no consent, approval, authorization or obtained and thatorder of, to the extent required by applicable lawor filing or registration with, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or (iv) result in the creation or imposition of any liennotification of, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breachescourt or arbitrator or governmental agency or body under any such statute, violationsjudgment, defaults order, decree, rule or liens that would notregulation is required for the execution, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, delivery and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Notes and compliance by the Company and each of its Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of with the Company Schedule), terms thereof and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effecttransactions contemplated by the Transaction Documents.

No Violation; Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by and the Company do not, other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby to be performed by the Company do not and will not, not (i) violateassuming that all consents, breach approvals, authorizations and other actions described in Section 2.4(b) have been obtained and all filings and obligations described in Section 2.4(b) have been made, conflict with, violate or conflict with contravene the certificate applicable provisions of incorporation, bylaws, certificate any Law of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership any court or any federal or state government or political subdivision thereof or any agency or other organizational documentsentity exercising executive, as applicablelegislative, judicial, regulatory or administrative functions of or pertaining to government (a “Governmental Authority”) to or by which the Company or any Company Subsidiary; of its Subsidiaries or any of its or their respective assets is bound, (ii) constitute violate, result in a breach of or violation of, or a default constitute (or an event that, with or without due notice or lapse of time or both) a default or give rise to an event of acceleration under, would constitute such or give to others any right of termination, amendment or cancellation of, or give to others a default) right to require any payment to be made under, any indenturecontract, lease, license, permit, loan or credit agreement, mortgage, deed of trust, loan security agreement, lease trust indenture or other agreement or instrument to which the Company or any Company Subsidiary is a party or by which it or any of them its Subsidiaries is bound or to which any of their respective properties or assets is bound; (iii) violate any statutesubject, law or regulation or any order, judgment, decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary or any of their respective properties or assets (assuming that the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and that, to the extent required by applicable law, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or (iv) nor result in the creation or imposition of any lienLien, security interest, charge or encumbrance of any kind upon any property of the assets or asset capital stock of the Company or any of its Subsidiaries, or (iii) conflict with or violate any provision of the Organizational Documents of the Company Subsidiary pursuant to the agreements and instruments referred to in clause (ii); or any of its Subsidiaries, except (A) in the case of each of clauses (ii), (iiii) and (iv), for any such breaches, violations, defaults or liens that ii) above as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect, and (B) in the case of clause (iv), for redemption and any other rights granted to the holders of the Convertible Notes pursuant to the Indenture. For the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) of the Company Schedule), and that the termination of any such contract in connection with the consummation of the Merger shall not constitute a Company Material Adverse Effect.

No Violation; Consents. (a) The Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in the following paragraph, neither the execution and delivery by such Purchaser of this Agreement and the Registration Rights Agreement, nor the purchase by such Purchaser of the Company do not, and Preferred Stock nor the consummation by the Company such Purchaser of the transactions contemplated hereby or thereby will not, (i) violateconflict with, violate or result in a breach or conflict with of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other organizational documentsgoverning documents of such Purchaser, as applicable, of the Company or any Company Subsidiary; (ii) constitute result in a violation or breach or violation of, or a default constitute (or an event that, with or without due notice or lapse of time or both) a default or give rise to any right of termination, would constitute such a default) cancellation or acceleration under, or result in the creation of any indentureLien on or against any of the properties of such Purchaser pursuant to, any of the terms or conditions of any note, bond, mortgage, deed of trustindenture, loan agreementlicense, lease agreement or other agreement instrument or instrument obligation to which the Company or any Company Subsidiary such Purchaser is a party or by which any of them it or any of their respective its properties or assets is may be bound; , or (iii) violate any statute, law or regulation or any orderlaw, rule, regulation, writ, injunction, judgment, order or decree or injunction of any court or governmental authority having jurisdiction over the Company or any Company Subsidiary Governmental Entity, binding on such Purchaser or any of their respective its properties or assets (assuming that assets, excluding from the consents and approvals referred to in Section 2.5(b) are duly and timely made or obtained and that, to the extent required by applicable law, the adoption of this Agreement by the affirmative vote of the Company stockholders is obtained); or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any Company Subsidiary pursuant to the agreements and instruments referred to in foregoing clause (ii); except (A) in the case of clauses (ii), (iii) and (iv), for any such breaches, violations, breaches and defaults or liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (B) in the case would not prevent or materially delay consummation of clause (iv), for redemption and any other rights granted to the holders or justify recission of the Convertible Notes pursuant to transactions contemplated hereby. (b) Except for the Indenture. For filing of a Registration Statement for the avoidance of doubt, Parent acknowledges and agrees that the Company and the Company Subsidiaries have numerous contracts containing change of control provisions that would permit a counterparty thereto to terminate such contract (all such contracts that are material being listed in Section 2.5(a) resale of the Company Schedule)Common Stock contemplated by the Registration Rights Agreement, and that the termination no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Entity is required to be made or obtained by or with respect to such contract Purchaser in connection with the consummation execution and delivery of this Agreement and the Registration Rights Agreement, the purchase of the Merger shall not constitute a Company Material Adverse EffectPreferred Stock or the consummation by such Purchaser of the transactions contemplated hereby and thereby. 4.3.