Common use of No Violation; Required Filings and Consents Clause in Contracts

No Violation; Required Filings and Consents. (a) The execution and delivery of this Agreement by NTS does not, and the performance of this Agreement by NTS will not: (i) subject to Section 4.4(b) hereof, conflict with or violate any law, regulation, court order, judgment or decree applicable to NTS or by which any of its property or assets is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or (iii) except as set forth on Schedule 4.4, result in any breach of or constitute a default (or any event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of any Lien on any of the property or assets of NTS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS or any of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Material Adverse Effect. (b) Except for applicable requirements, if any, of the Securities Act, the Exchange Act, "blue sky" laws of various states, and filing and recordation of appropriate merger documents as required by Delaware Law, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with the consummation of the Merger and the Transactions, or (ii) have a Material Adverse Effect.

No Violation; Required Filings and Consents. Assuming (asubject to Section 2.7) The execution the adoption and delivery approval of this Agreement by NTS does notthe Seller Stockholders and, with respect to Regulatory Laws, in reliance on the representation by Parent and the performance of this Agreement by NTS will not: (i) subject to Section 4.4(b) hereof, conflict with or violate any law, regulation, court order, judgment or decree applicable to NTS or by which any of its property or assets is bound or affected; Purchaser in clause (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or Section 4.3, and except (iiia) except as for matters set forth on Schedule 4.4in Section 5.4 of the Seller Disclosure Letter, result in any breach of or constitute a default (or any event which with notice or lapse of time or both would become a defaultb) underfor filings, or give to others any rights of permits, authorizations, consents and approvals, and for the termination or cancellation ofexpiration, or result in the creation as applicable, of any Lien on any of the property or assets of NTS pursuant toapplicable waiting periods, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS or any of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4under, and except for such consents and waivers which other applicable requirements of the failure to obtain would not have a Material Adverse Effect. (b) Except for applicable requirementsExchange Act, if any, of the Securities Act, the Exchange ActNASDAQ, and state securities or "blue sky" laws of various stateslaws, and (c) for filing and recordation of appropriate merger documents as required by Delaware Lawthe Articles of Merger, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with none of the execution, delivery or performance of this Agreement or by Seller, the consummation by Seller of the Transactionstransactions contemplated hereby, except where including the failure Offer and the Merger, or compliance by Seller with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Articles of Organization or Bylaws of Seller, (ii) require Seller or any Seller Subsidiary to take make any filing with, give any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Authority, (iii) (A) require Seller or any Seller Subsidiary to give any notice to, or obtain any consent from, any Person under, or (B) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, or any other agreement to which Seller or such action Seller Subsidiary is a party or by which it or any of its properties or assets may be bound or (iv) violate any Law or Order applicable to Seller or any of its properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches, defaults or rights of termination, cancellation or acceleration that, individually or in the aggregate, would not (iA) prevent or materially interfere with the delay consummation of the Merger Offer and the TransactionsMerger, (B) otherwise prevent or materially delay performance by Seller of its material obligations under this Agreement, or (iiC) reasonably be expected to have a Seller Material Adverse Effect.

No Violation; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by NTS and the Acquisition Corp. Stock Option Agreement does not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement by NTS the Company and the consummation of the Transactions will not: , (i) subject to conflict with or violate any provision of the Company's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organization documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b4.06(b) hereofhave been obtained and all filings and obligations described in Section 4.06(b) have been made or complied with, conflict with or violate in any material respect any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, court orderpermit, judgment license, injunction, writ, judgment, decree or decree order (each, a "Law" and, collectively, "Laws") applicable to NTS the Company or any of its Subsidiaries or by which any asset of the Company or any of its property or assets Subsidiaries is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or , (iii) except as set forth on Schedule 4.4in Section 4.06(a) of the Company Disclosure Schedule, materially conflict with, result in any breach of or constitute a material default (or any an event which that with notice or lapse of time or both would become a default) under, or give to others any rights right of termination termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any Material Contract or (iv) result in the creation or imposition of any Lien a material lien, claim, security interest or other charge, title imperfection or encumbrance (each, a "Lien" and, collectively, "Liens") on any asset of the property or assets of NTS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS Company or any Subsidiary of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Material Adverse EffectCompany. (b) Except The execution and delivery by the Company of this Agreement and the Acquisition Corp. Stock Option Agreement does not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation by the Company of the Transactions will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or arbitrator of any kind ("Governmental Authority"), except for applicable requirements, if any, of the Securities Exchange Act, the Exchange Securities Act of 1933, as amended (the "Securities Act"), Nasdaq, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "blue sky" laws of various statesXXX Xxx"), xxx xhe rules and regulations thereunder, and filing and recordation of appropriate merger documents for the Merger as required by Delaware Law, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance Tenn. Acts. (c) Neither the execution of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with Acquisition Corp. Stock Option Agreement nor the consummation of the Merger and Transactions will give rise to any dissenter or appraisal rights, including any contractual dissenter or appraisal rights or similar rights pursuant to the Transactions, or (ii) have a Material Adverse EffectTenn. Acts.

No Violation; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by NTS does and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement by NTS the Company and the consummation of the Transactions will not: , (i) subject to Section 4.4(bconflict with or violate any provision of the Company's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organization documents of any Subsidiary of the Company, (ii) hereofassuming 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 or complied with, conflict with or violate in any material respect any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, court orderpermit, judgment license, injunction, writ, judgment, decree or decree order (each, a "LAW" and, collectively, "LAWS") applicable to NTS the Company or any of its Subsidiaries or by which any asset of the Company or any of its property or assets Subsidiaries is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or , (iii) except as set forth on Schedule 4.4in SECTION 4.06(A) of the Company Disclosure Schedule, materially conflict with, result in any breach of or constitute a material default (or any an event which that with notice or lapse of time or both would become a default) under, or give to others any rights right of termination termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any Material Contract or (iv) result in the creation or imposition of any Lien a material lien, claim, security interest or other charge, title imperfection or encumbrance (each, a "LIEN" and, collectively, "LIENS") on any asset of the property or assets of NTS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS Company or any Subsidiary of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Material Adverse EffectCompany. (b) Except The execution and delivery by the Company of this Agreement and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation by the Company of the Transactions will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or arbitrator of any kind ("GOVERNMENTAL AUTHORITY"), except for applicable requirements, if any, of the Securities Exchange Act, the Exchange Securities Act of 1933, as amended (the "SECURITIES Act"), Nasdaq, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "blue sky" laws of various statesXXX XXT"), and the rules and regulations thereunder, and filing and recordation of appropriate merger documents for the Merger as required by Delaware Law, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance Tenn. Acts. (c) Neither the execution of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with Acquisition Corp. Stock Option Agreement nor the consummation of the Merger and Transactions will give rise to any dissenter or appraisal rights, including any contractual dissenter or appraisal rights or similar rights pursuant to the Transactions, or (ii) have a Material Adverse EffectTenn. Acts.

No Violation; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by NTS does and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement by NTS the Company and the consummation of the Transactions will not: , (i) subject to conflict with or violate any provision of the Company's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organization documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b4.06(b) hereofhave been obtained and all filings and obligations described in Section 4.06(b) have been made or complied with, conflict with or violate in any material respect any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, court orderpermit, judgment license, injunction, writ, judgment, decree or decree order (each, a "Law" and, collectively, "Laws") applicable to NTS the Company or any of its Subsidiaries or by which any asset of the Company or any of its property or assets Subsidiaries is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or , (iii) except as set forth on Schedule 4.4in Section 4.06(a) of the Company Disclosure Schedule, materially conflict with, result in any breach of or constitute a material default (or any an event which that with notice or lapse of time or both would become a default) under, or give to others any rights right of termination termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any Material Contract or (iv) result in the creation or imposition of any Lien a material lien, claim, security interest or other charge, title imperfection or encumbrance (each, a "Lien" and, collectively, "Liens") on any asset of the property or assets of NTS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS Company or any Subsidiary of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Material Adverse EffectCompany. (b) Except The execution and delivery by the Company of this Agreement and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation by the Company of the Transactions will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or arbitrator of any kind ("Governmental Authority"), except for applicable requirements, if any, of the Securities Exchange Act, the Exchange Securities Act of 1933, as amended (the "Securities Act"), Nasdaq, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "blue sky" laws of various statesXXX Xxx"), xxx xxe rules and regulations thereunder, and filing and recordation of appropriate merger documents for the Merger as required by Delaware Law, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance Tenn. Acts. (c) Neither the execution of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with Acquisition Corp. Stock Option Agreement nor the consummation of the Merger and Transactions will give rise to any dissenter or appraisal rights, including any contractual dissenter or appraisal rights or similar rights pursuant to the Transactions, or (ii) have a Material Adverse EffectTenn. Acts.

No Violation; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by NTS does and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement by NTS the Company and the consummation of the Transactions will not: , (i) subject to conflict with or violate any provision of the Company's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organization documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b4.06(b) hereofhave been obtained and all filings and obligations described in Section 4.06(b) have been made or complied with, conflict with or violate in any material respect any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, court orderpermit, judgment license, injunction, writ, judgment, decree or decree order (each, a "Law" and, collectively, "Laws") applicable to NTS the Company or any of its Subsidiaries or by which any asset of the Company or any of its property or assets Subsidiaries is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or , (iii) except as set forth on Schedule 4.4in Section 4.06(a) of the Company Disclosure Schedule, materially conflict with, result in any breach of or constitute a material default (or any an event which that with notice or lapse of time or both would become a default) under, or give to others any rights right of termination termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any Material Contract or (iv) result in the creation or imposition of any Lien a material lien, claim, security interest or other charge, title imperfection or encumbrance (each, a "Lien" and, collectively, "Liens") on any asset of the property or assets of NTS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS Company or any Subsidiary of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Material Adverse EffectCompany. (b) Except The execution and delivery by the Company of this Agreement and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation by the Company of the Transactions will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or arbitrator of any kind ("Governmental Authority"), except for applicable requirements, if any, of the Securities Exchange Act, the Exchange Securities Act of 1933, as amended (the "Securities Act"), Nasdaq, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "blue sky" laws of various statesHSR Act"), and the rules and regulations thereunder, and filing and recordation of appropriate merger documents for the Merger as required by Delaware Law, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance Tenn. Acts. (c) Neither the execution of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with Acquisition Corp. Stock Option Agreement nor the consummation of the Merger and Transactions will give rise to any dissenter or appraisal rights, including any contractual dissenter or appraisal rights or similar rights pursuant to the Transactions, or (ii) have a Material Adverse EffectTenn. Acts.

No Violation; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by NTS does not, and the performance of this Agreement by NTS the Company and the consummation by the Company of the Transactions will not: (i) subject to conflict with or violate any provision of the Company’s certificate of incorporation or bylaws; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b3.06(b) hereofhave been obtained or performed and all filings and obligations described in Section 3.06(b) have been made or complied with, conflict with or violate any material foreign or domestic (federal, state or local) law, statute, treaty, ordinance, rule, regulation, court orderPermit (as defined in Section 3.15), judgment license, injunction, writ, judgment, decree, directive or decree Order (as defined in Section 3.08) (each, a “Law” and, collectively, “Laws”) or rule of the NASDAQ Global Market (“Nasdaq”) applicable to NTS the Company or by which any asset of its property or assets the Company is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or (iii) except as set forth on Schedule 4.4conflict with, result in any breach of or constitute a default (or any an event which that with or without notice or lapse of time or both would become a default) under, or give to others any rights right of termination termination, amendment, acceleration or cancellation of, or result in the creation require any payment under, or give rise to a loss of any Lien on any of benefit to which the property or assets of NTS pursuant toCompany is entitled under, any provision of any contract, instrument, Permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, contract, lease or other property agreement, leasepartnership or joint venture agreement or other legally binding agreement, instrumentwhether oral or written (each, permita “Contract” and, license or franchise collectively, “Contracts”), to which NTS the Company is a party or by which NTS otherwise applicable to the Company or its properties or assets; or (iv) result in the creation or imposition of a Lien (other than Permitted Liens) on any of its property is bound the properties or affectedassets of the Company, except in the case of (i) or clauses (iii) aboveand (iv) of this Section 3.06(a), for conflictsto the extent that any such conflict, violationsviolation, breaches breach, default, right, loss or defaults whichLien would not, individually or in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Company Material Adverse Effect. (b) Except The execution and delivery by the Company of this Agreement does not, and the performance of this Agreement and the consummation by the Company of the Transactions will not, require any consent, approval, authorization or Permit of, or filing with or notification to, any domestic (federal, state or local) or foreign or multi-national government or governmental, regulatory or administrative authority, agency, commission, board, bureau, quasi-governmental organization, body (including notified bodies), court or instrumentality or arbitrator of any kind (“Governmental Authority”), or any other Person except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Exchange Securities Act of 1933, as amended (the “Securities Act”), "blue sky" laws the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of various states1976, as amended (the “HSR Act”), and the rules and regulations thereunder, any required consent, approval, authorization, Permit, filing or notification pursuant to applicable foreign Antitrust Laws and regulations, the applicable rules of Nasdaq and filing and recordation of appropriate merger documents for the Merger as required by Delaware Lawthe DGCL, NTS is not required (ii) for any applicable notification requirement with respect to submit the various transactions contemplated under Section 2.02 and Section 2.03 with respect to the Stock Plans and/or Benefit Plans and (iii) where the failure to obtain such consents, approvals, authorizations or Permits, or to make such filings or notifications, could not, individually or in the aggregate, reasonably be expected to impair in any noticematerial respect the ability of the Company to perform its obligations hereunder, report or other filing prevent or materially impede, interfere with, hinder or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance of this Agreement or delay the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with the consummation of the Merger and the Transactions, or (ii) have a Material Adverse EffectTransaction.

No Violation; Required Filings and Consents. (a) The Except as set forth in Section 3.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement by NTS does not, and the performance consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by NTS will not: (i) subject to Section 4.4(b) hereof, conflict with or violate any law, regulation, court order, judgment or decree applicable to NTS or by which any of its property or assets is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or (iii) except as set forth on Schedule 4.4, result in any breach of violation of, or constitute a default (with or any event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others a right of consent, termination, purchase, cancellation or acceleration of any obligation or to loss of any property, rights or benefits under, or result in the imposition of termination or cancellation ofany additional obligation under, or result in the creation of any Lien on (as hereinafter defined) upon any of the property properties or assets of NTS pursuant tothe Company or any of its Subsidiaries under, (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any contract, instrument, permit, concession, franchise, license, loan or credit agreement, note, bond, mortgage, indenture, contract, lease or other property agreement, leasepartner- ship or joint venture agreement or other legally binding agreement, instrumentwhether oral or written (a "Contract"), permit, license or franchise applicable to which NTS is a party or by which NTS the Company or any of its property is bound Subsidiaries or affectedtheir respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the 15 following paragraph, except any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iii) or and (iii) above), for conflicts, any such violations, breaches defaults, rights or defaults which, Liens that individually or in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain aggregate would not have a Material Adverse EffectEffect on the Company. (b) Except for applicable requirementsOther than in connection with, if anyor in compliance with, the provisions of the DGCL with respect to the transactions contemplated hereby, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933 (the "Securities Act"), the Exchange Act, "blue sky" securities laws of the various statesstates and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and filing and recordation of appropriate merger documents as required by Delaware Lawamended (the "HSR Act"), NTS is not required to submit any noticeno authorization, report consent or other approval of, or filing with, or obtain any waiverGovernmental Entity (as hereinafter defined) is necessary for the consummation by the Company of the transactions contemplated by this Agreement other than authorizations, consentconsents and approvals the failure to obtain, or approval fromfilings the failure to make, which would not, in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, the term "Governmental Entity" means any government or subdivision thereof, domestic, foreign or supranational or any administrative, governmental or regulatory authority, domestic agency, commission, tribunal or foreignbody, in connection with the executiondomestic, delivery foreign or performance of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with the consummation of the Merger and the Transactions, or (ii) have a Material Adverse Effectsupranational.

No Violation; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by NTS does and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement by NTS the Company and the consummation of the Transactions will not: , (i) subject to Section 4.4(bconflict with or violate any provision of the Company's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organization documents of any Subsidiary of the Company, (ii) hereofassuming 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 or complied with, conflict with or violate in any material respect any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, court orderpermit, judgment license, injunction, writ, judgment, decree or decree order (each, a "LAW" and, collectively, "LAWS") applicable to NTS the Company or any of its Subsidiaries or by which any asset of the Company or any of its property or assets Subsidiaries is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or , (iii) except as set forth on Schedule 4.4in SECTION 4.06(A) of the Company Disclosure Schedule, materially conflict with, result in any breach of or constitute a material default (or any an event which that with notice or lapse of time or both would become a default) under, or give to others any rights right of termination termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any Material Contract or (iv) result in the creation or imposition of any Lien a material lien, claim, security interest or other charge, title imperfection or encumbrance (each, a "LIEN" and, collectively, "LIENS") on any asset of the property or assets of NTS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS Company or any Subsidiary of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Material Adverse EffectCompany. (b) Except The execution and delivery by the Company of this Agreement and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation by the Company of the Transactions will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or arbitrator of any kind ("GOVERNMENTAL AUTHORITY"), except for applicable requirements, if any, of the Securities Exchange Act, the Exchange ActSecurities Act of 1933, as amended (the "blue sky" laws SECURITIES ACT"), Nasdaq, the Hart-Scott-Rodino Antitrust Improvements Act of various states1976, as amended (the "XXX XXX"), xxx xhe rules and regulations thereunder, and filing and recordation of appropriate merger documents for the Merger as required by Delaware Law, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance Tenn. Acts. (c) Neither the execution of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with Acquisition Corp. Stock Option Agreement nor the consummation of the Merger and Transactions will give rise to any dissenter or appraisal rights, including any contractual dissenter or appraisal rights or similar rights pursuant to the Transactions, or (ii) have a Material Adverse EffectTenn. Acts.

No Violation; Required Filings and Consents. (a) The execution Assuming the adoption and delivery approval of this Agreement by NTS does notthe Company Stockholders and except (a) for filings, notices, permits, authorizations, consents and approvals, and for the performance of this Agreement by NTS will not: (i) subject to Section 4.4(b) hereof, conflict with or violate any law, regulation, court order, judgment or decree applicable to NTS or by which any of its property or assets is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or (iii) except as set forth on Schedule 4.4, result in any breach of or constitute a default (or any event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation ofexpiration, or result in the creation as applicable, of any Lien on any of the property or assets of NTS pursuant toapplicable waiting periods, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS or any of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4under, and except for such consents and waivers which other applicable requirements of the failure to obtain would not have a Material Adverse Effect. (b) Except for applicable requirementsExchange Act, if any, of the Securities Act, the Exchange Act, "blue sky" laws of various statesHSR Act and other Regulatory Laws, and state securities or state “Blue Sky” laws, including the filing with the U.S. Securities and recordation Exchange Commission (“SEC”) of appropriate merger documents as required by Delaware Law, NTS is not required a proxy statement in definitive form relating to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, the meetings of the Company Stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Company Proxy Statement/Prospectus”), a registration statement on Form S-4 (the “Form S-4”) in which the Company Proxy Statement/Prospectus will be included as a prospectus, and a declaration of effectiveness of the Form S-4 and (b) for filing of the Certificate of Merger, none of the execution, delivery or performance of this Agreement or by the Company, the consummation by the Company of the Transactions, except where transactions contemplated hereby or compliance by the failure to take such action would not Company with any of the provisions hereof will (i) prevent conflict with or materially interfere with the consummation result in any breach of any provision of the Merger and organizational documents of the TransactionsCompany, (ii) require the Company or any of its Subsidiaries to make any filing with, give any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Authority, (iii) (A) require the Company or any of its Subsidiaries to give any notice to, or obtain any consent from, any Person under, or (iiB) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii)-(iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults that, has not had, either individually or in the aggregate, and would not reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the Company’s ability to consummate the transactions contemplated hereby.

No Violation; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by NTS does and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement by NTS the Company and the consummation of the Transactions will not: , (i) subject to conflict with or violate any provision of the Company's charter or bylaws or conflict with or violate any provision of the articles of incorporation or bylaws or equivalent organization documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b4.06(b) hereofhave been obtained and all filings and obligations described in Section 4.06(b) have been made or complied with, conflict with or violate in any material respect any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, court orderpermit, judgment license, injunction, writ, judgment, decree or decree order (each, a "Law" and, collectively, "Laws") applicable to NTS the Company or any of its Subsidiaries or by which any asset of the Company or any of its property or assets Subsidiaries is bound or affected; (ii) violate or conflict with either the Certificate of Incorporation or Bylaws of NTS; or , (iii) except as set forth on Schedule 4.4in Section 4.06(a) of the Company Disclosure Schedule, materially conflict with, result in any breach of or constitute a material default (or any an event which that with notice or lapse of time or both would become a default) under, or give to others any rights right of termination termination, amendment, acceleration or cancellation of, require any notice, or require any payment under, or give rise to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any Material Contract or (iv) result in the creation or imposition of any Lien a material lien, claim, security interest or other charge, title imperfection or encumbrance (each, a "Lien" and, collectively, "Liens") on any asset of the property or assets of NTS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, instrument, permit, license or franchise to which NTS is a party or by which NTS Company or any Subsidiary of its property is bound or affected, except in the case of (i) or (iii) above, for conflicts, violations, breaches or defaults which, in the aggregate, would not (x) have a Material Adverse Effect, or (y) prevent or materially interfere with NTS's performance of its material obligations hereunder. No consent or waiver of any obligation under any such documents is necessary to permit NTS to perform its obligations under this Agreement, except for such consents and waivers as may be required pursuant to any of NTS's debt instruments, except as set forth on Schedule 4.4, and except for such consents and waivers which the failure to obtain would not have a Material Adverse EffectCompany. (b) Except The execution and delivery by the Company of this Agreement and the Acquisition Corp. Stock Option Agreement do not, and the performance of this Agreement and the Acquisition Corp. Stock Option Agreement and the consummation by the Company of the Transactions will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or arbitrator of any kind ("Governmental Authority"), except for applicable requirements, if any, of the Securities Exchange Act, the Exchange Securities Act of 1933, as amended (the "Securities Act"), Nasdaq, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "blue sky" laws of various statesXXX Xxx"), xxx the rules and regulations thereunder, and filing and recordation of appropriate merger documents for the Merger as required by Delaware Law, NTS is not required to submit any notice, report or other filing with, or obtain any waiver, consent, or approval from, any governmental or regulatory authority, domestic or foreign, in connection with the execution, delivery or performance Tenn. Acts. (c) Neither the execution of this Agreement or the consummation of the Transactions, except where the failure to take such action would not (i) prevent or materially interfere with Acquisition Corp. Stock Option Agreement nor the consummation of the Merger and Transactions will give rise to any dissenter or appraisal rights, including any contractual dissenter or appraisal rights or similar rights pursuant to the Transactions, or (ii) have a Material Adverse EffectTenn. Acts.