Common use of No Violations, etc Clause in Contracts

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies nor the consummation of the Merger or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx with any of the provisions hereof will (i) violate, con- flict with, or result in a breach of any provision of, or con- stitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b6.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither nei- ther the execution and delivery of this Agreement by Shared Technologies TFC, RHI or Xxxxxxxxx nor the consummation of the Merger or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx Xxxxxxxxx with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination ter- mination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies TFC, RHI or Xxxxxxxxx or any of its their respective subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 6.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies TFC, RHI or Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Xxxxxxxxx of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions commissions, and (viv) such other filings, registrations, notifications, permitsper- mits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Xxxxxxxxx Material Adverse Effect or materi- ally materially impair Shared Technologies' Xxxxxxxxx'x ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereof, Shared Technologies Xxxxxxxxx and its subsidiaries subsid- iaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 Sections 6.5 and 6.9 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations vio- lations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Xxxxxxxxx Material Adverse Effect or materially impair Shared Technologies' abil- ity Xxxxxxxxx'x ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b6.4(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies Parent nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Parent with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies Parent or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive charters respective certificate or articles of incorporation or organization or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies Parent or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(y) and (i)(z) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required by Shared Technologies Parent, Parent Subsidiary or any of Parent's other subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Parent of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger Merger, (ii) filings with the Secretary of State of the State of DelawareThe Nasdaq Stock Market, Inc. and (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable the SEC and state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. securities administrators. (c) As of the date hereof, Shared Technologies Parent and its subsidiaries are not in violation of or default under (x) their respective charter certificates or bylawsarticles of incorporation or organization or by-laws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Parent or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either reasonably be expected to have a Shared Technologies Parent Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b6.4(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies Parent and Newco nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Parent or Newco with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies Parent or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive charters respective certificate or articles of incorporation or organization or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Parent or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Parent Material Adverse Effect or impair Parent's or Newco's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no or permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies Parent, Newco or any of Parent's other subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Newco of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger Merger, (ii) filings with the Secretary of State of NYSE and, if applicable, the State of DelawareAmerican Stock Exchange, Inc., (iii) filings with the approval of Shared Technol- ogies' stockholders pursuant to the DGCLSEC and state securities administrators, and (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Parent Material Adverse Effect or materi- ally impair Shared Technologies' Parent's or Newco's ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereof, Shared Technologies Parent and its subsidiaries are not in violation of or default under (x) their respective charter certificates or bylawsarticles of incorporation or organization or by-laws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Parent or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Parent Material Adverse Effect or materially impair Shared Technologies' abil- ity Parent's or Newco's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies the Company nor the consummation of the Merger or other trans- actions transactions expressly contemplated hereby nor compliance by Shared Technolo- xxxx the Company with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries the Company under, any of the terms, conditions or provisions of (x) their respec- tive charters its articles of incorporation or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trusttrust to which it is a party or to which it or any of its properties or assets may be subject, or (z) any license, lease, agreement Contract or other instrument or obligation to which Shared Technologies or any such subsidiary the Company is a party or to which they it or any of their respective its properties or assets may be subject,, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, except, in the case of clause (i)(z) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity (including, without limitation, any federal, state, local or foreign regulatory authority or agency) is required by Shared Technologies the Company in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies the Company of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with Merger, (ii) the Secretary of State approval of the State of DelawareCompany's shareholders pursuant to the CGCL, (iii) filings with the approval of Shared Technol- ogies' stockholders pursuant to Securities and Exchange Commission (the DGCL, "SEC") and (iv) the government filings with applicable state public utility commissions and (vthird party consents identified in Section 5.5(b) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Company Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyLetter.

No Violations, etc. (a) Assuming that all filingsThe execution, permits, authoriza- tions, consents delivery and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery performance of this Agreement by Shared Technologies nor the Companies do not and the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx will not: (a) contravene any provision of the Certificate of Incorporation or Bylaws of the Companies; (b) assuming the consents referred to in subsection (e) of this Section 3.5 are obtained, violate or conflict in any material respect with any federal, state, local or foreign Law or any Order which is either applicable to, binding upon or enforceable against either of the Companies or any of the Subsidiaries, or the business or any assets of either of the Companies or any of the Subsidiaries; (c) assuming the consents referred to in subsection (e) of this Section 3.5 are obtained, conflict with, result in any breach of any of the provisions hereof will (i) violate, con- flict with, or result in a breach of any provision of, or con- stitute constitute a default (or an any event whichwhich would, with notice or lapse the passage of time or the giving of notice or both, would constitute a default) under, or result in a violation of, result in the termination or suspension of, or accelerate the performance required by, or result in creation of a right of termination termination, amendment, modification, abandonment or accelera- tion underacceleration under any material agreement, including indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against either of the Companies or any of the Subsidiaries; (d) result in the creation of any lien, security interest, charge Lien (other than Permitted Liens) upon the Companies or encumbrance upon any of the properties or assets of Shared Technologies Subsidiaries or any of its subsidiaries under, the assets of either of the Companies or any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, Subsidiaries; or (ze) require any licenseauthorization, leaseconsent, agreement approval, exemption or other instrument action by or obligation notice to which Shared Technologies any Governmental Entity or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration withother third party, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except than (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any other similar foreign merger, competition or anti-trust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delawaresuch consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities Laws and (iii) consents set forth in Section 3.5 of the approval of Shared Technol- ogies' stockholders pursuant Disclosure Schedule (which the Companies undertake to use their commercially reasonable efforts to obtain prior to the DGCLClosing Date), except, in the case of subsections (b), (ivc) filings with applicable state public utility commissions and (vd) of this Section 3.5, such other filingsviolations, registrationsconflicts, notificationsbreaches, permitsdefaults, terminations, amendments, modifications, abandonments, accelerations, authorizations, consents consents, approvals, exemptions, other actions or approvals the failure of which to be obtained, made or given would notnotices that, individually or in the aggregate, either would not have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filingsNo filing with or notification to, permitsand no permit, authoriza- tionsauthorization, consents and approvals consent or waivers thereof have been duly made approval of, any Government Entity is necessary on the part of either Parent or obtained as Merger Sub for the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated by Section 5.5(b) hereofhereby, except as listed in Section 5.5 (i) for the filing of the Disclosure Articles of Merger and Certificate of Merger as required by Florida Law and DGCL, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, neither (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of Nasdaq, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Shared Technologies the Agreement, nor the consummation of the Merger or the other trans- actions transactions contemplated hereby hereby, nor compliance by Shared Technolo- xxxx Parent and Merger Sub with any all of the provisions hereof and thereof will, subject to approval of the issuance of the shares in connection with the Merger and Financing Transaction by at least a majority vote of the number of shares of Parent Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof in accordance with Delaware law, at the time of the vote, and the adoption of this Agreement by parent as sole stockholder of Merger Sub, which will occur immediately after the execution and delivery hereof, (i) violate, con- flict with, conflict with or result in a any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent or any Parent Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any Parent Subsidiary, or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or con- stitute a default constitute (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination or suspension ofany material change in, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, acceleration, redemption or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries repurchase under, any of the terms, conditions or provisions of any Parent Contract (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated herebydefined below), except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yii) and or (z) aboveiii), for such violations any violation, breach or defaults which would notdefault that has not had, individually or in the aggregatecould not reasonably be expected to have, either have a Shared Technologies Parent Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b4.3(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies Parent and Purchaser nor the consummation of the Offer, the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Parent and Purchaser with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries Parent and Purchaser under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, bylaws or (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (zii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any licensejudgment, leaseruling, agreement order, writ, injunction, decree, statute, rule or other instrument regulation applicable to Parent or obligation to which Shared Technologies or any such subsidiary is a party or to which they Purchaser or any of their respective properties or assets may be subject,assets, except, in the case of clause (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies Parent or Purchaser in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Parent and Purchaser of the Offer, the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) filings with the approval of Shared Technol- ogies' stockholders pursuant to the DGCLSEC and state securities administrators, (iv) filings with the Federal Communications Commission or any applicable state public utility commissions or applicable state or local regulatory agency or authority, and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Parent Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. Effect. (c) As of the date hereof, Shared Technologies hereof (x) Parent and its subsidiaries Purchaser are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (zy) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary Parent is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yx) and (zy) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Parent Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (a"Government Entity") Assuming that all filingsis necessary on the part of Stel for the consummation by Stel of the Merger and the other transactions contemplated hereby and by the Stock Option Agreement and the Technology Option Agreement, permitsor for the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted, authoriza- tionsexcept for (i) the filing of the Certificate of Merger as required by Delaware Law, consents (ii) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and approvals Regulations promulgated thereunder, the "Exchange Act") including the filing of a proxy statement on Schedule 14A (the "Proxy Statement"), state securities or waivers thereof have been duly made or obtained "blue sky" laws and state takeover laws, (iii) any filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and (iv) the voluntary notice to be filed under Section 721 of the Defense Production Act of 1950, as contemplated amended by Section 5.5(b) hereof, except as listed in Section 5.5 5021 of the Disclosure Statement, neither Omnibus Trade and Competitiveness Act of 1988 (the "Exon-Xxxxxx Amendment"). Neither the execution and delivery of this Agreement, the Stock Option Agreement, and the Technology Option Agreement by Shared Technologies nor the consummation of the Merger or and the other trans- actions transactions contemplated hereby and thereby nor compliance by Shared Technolo- xxxx Stel with any all of the provisions hereof will and thereof, nor the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment thereof in accordance with Delaware Law, (i) violate, con- flict with, conflict with or result in a any breach of any provision of the certificate of incorporation, bylaws or other charter document of Stel or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Stel, or any of its Subsidiaries, or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or con- stitute a default constitute (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination or suspension ofany material change in, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, acceleration, redemption or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries repurchase under, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any material note, bond, xxxx- xxxxmortgage, indenture or indenture, deed of trust, or (z) any license, lease, contract, agreement or other instrument or obligation to which Shared Technologies Stel or any such subsidiary of its Subsidiaries is a party or to by which they any of them or any of their respective properties or assets may be subject, (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies bound. Schedule 3.3 of the Merger or other transactions contemplated herebyStel Disclosure Statement lists all consents, except (i) waivers and approvals required to be obtained in connection with the applicable requirements consummation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As hereby or by the Stock Option Agreement or Technology Option Agreement under any of the date hereofStel's or any of its Subsidiaries' notes, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylawsbonds, and (y) except as set forth in Section 5.5 of the Disclosure Statementmortgages, any noteindentures, bond, mortgage, indenture or deed deeds of trust, licenses or (z) any licenseleases, leasecontracts, agreement agreements or other instrument instruments or obligation obligations the failure to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults obtain which would not, individually or in the aggregate, either have a Shared Technologies Stel Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions------------------- authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b3.5(b) hereof, except as listed in Section 5.5 3.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby or thereby nor compliance by Shared Technolo- xxxx Company with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision provisions of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-lawsbylaws, (y) except as set forth in Section 5.5 3.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, securities interests, charges or encumbrances which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair Company's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required by Shared Technologies Company in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Company of the Merger or other transactions contemplated herebyhereby or thereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the ------- Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' Company's stockholders pursuant to the DGCLGCL, (iv) filings with applicable state public utility commissions identified in Section 2.5 of the Disclosure Statement, (v) filings with the SEC and (vvi) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Company Material Adverse Effect or materi- ally materially impair Shared Technologies' Company's ability to consummate the Merger or other transactions contemplated hereby. hereby or thereby. (c) As of the date hereof, Shared Technologies Company and its subsidiaries are not in violation of or default under (x) their respective charter or bylawsunder, and (y) except as set forth in Section 5.5 3.5 of the Disclosure Statement, (x) any note, bond, mortgage, indenture or deed of trust, or (zy) any and license, lease, agreement or other instrument or obligation to which Shared Technologies Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yx) and (zy) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Company Material Adverse Effect or materially impair Shared Technologies' abil- ity Company's ability to consummate the Merger or other transactions contemplated hereby. It is understood that Company has certain covenants in its bank facilities which Company from time to time may violate and that such violations shall not be deemed a breach so long as Company promptly seeks, and in a reasonable period time obtains, waivers of such violations from the lenders under such facilities (unless such lenders have accelerated the indebtedness under such facilities).

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement or the STFI Agreement by Shared Technologies the Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby or thereby nor compliance by Shared Technolo- xxxx the Company with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair the Company's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required by Shared Technologies the Company in connec- tion connection with the execution and delivery of this Agreement or the STFI Agreement or the consummation by Shared Technologies the Company of the Merger or other transactions contemplated herebyhereby or thereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' the Company's stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions identified in Section 5.5 of the Disclosure Statement, (v) filings with the SEC and (vvi) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Company Material Adverse Effect or materi- ally materially impair Shared Technologies' the Company's ability to consummate the Merger or other transactions contemplated hereby. hereby or thereby. (c) As of the date hereof, Shared Technologies The Company and its subsidiaries are not in violation of or default under (x) their respective charter or bylawsunder, and (y) except as set forth in Section 5.5 of the Disclosure Statement, (x) any note, bond, mortgage, indenture or deed of trust, or (zy) any license, lease, agreement or other instrument or obligation to which Shared Technologies the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yx) and (zy) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Company Material Adverse Effect or materially impair Shared Technologies' abil- ity the Company's ability to consummate the Merger or other transactions contemplated hereby.contemplated

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (a"GOVERNMENT ENTITY") Assuming that all filingsis necessary on the part of Teletrac for the consummation by Teletrac of the Merger and the other transactions contemplated hereby, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereofor, except as listed in Section 5.5 would not have a Material Adverse Effect, for the exercise by Trafficmaster and the Surviving Corporation of full rights to own and operate the business of Teletrac and its Subsidiaries as presently being conducted, except for (i) the filing of the Disclosure StatementCertificate of Merger as required by Delaware Law, (ii) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) applicable approvals by the Federal Communications Commission (the "FCC"), and (iv) applicable approvals from the Committee on Foreign Investment in the United States ("CFIUS") under the Exon-Florio Amendment. Except as set forth on Schedule 3.3, neither the execution thx xxxxution and delivery of this Agreement by Shared Technologies Agreement, nor the consummation of the Merger or and the other trans- actions transactions contemplated hereby hereby, nor compliance by Shared Technolo- xxxx Teletrac with any all of the provisions hereof will hereof, nor the operation of the business of Teletrac and its Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Teletrac Common Stock at the Teletrac Special Meeting or any adjournment thereof in accordance with Delaware Law, (i) violate, con- flict with, conflict with or result in a any breach of any provision of the certificate of incorporation, bylaws or other charter document of Teletrac or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Teletrac, or any of its Subsidiaries, or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or con- stitute a default constitute (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination or suspension ofany material change in, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, acceleration, redemption or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries repurchase under, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any material note, bond, xxxx- xxxxmortgage, indenture or indenture, deed of trust, or (z) any license, lease, contract, agreement or other instrument or obligation to which Shared Technologies Teletrac or any such subsidiary of its Subsidiaries is a party or to by which they any of them or any of their respective properties or assets may be subject, (b) No filing bound, except for any such violation, breach or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies default that would not have a Material Adverse Effect. Schedule 3.3 of the Merger or other transactions contemplated herebyDisclosure Statement lists all consents, except (i) waivers and approvals required to be obtained in connection with the applicable requirements consummation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As hereby under any of the date hereofTeletrac's or any of its Subsidiaries' notes, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylawsbonds, and (y) except as set forth in Section 5.5 of the Disclosure Statementmortgages, any noteindentures, bond, mortgage, indenture or deed deeds of trust, licenses or (z) any licenseleases, lease, agreement material contracts or agreements or other instrument instruments or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyobligations.

No Violations, etc. (a) Assuming that all filingsThe execution, permits, authoriza- tions, consents delivery and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery performance of this Agreement by Shared Technologies nor Seller and Parent do not and the consummation of the Merger transactions contemplated hereby will not: (a) contravene any provision of the Certificate of Incorporation or Bylaws of Seller or Parent; (b) assuming the consents referred to in subsection (e) of this Section 2.4 are obtained, violate or conflict in any material respect with any federal, state, local or foreign law, statute, ordinance, rule or regulation (collectively, a “Law”) or any decree, writ, injunction, judgment or order of any court or administrative or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx with governmental body or of any arbitration award (collectively, an “Order”) which is either applicable to, binding upon or enforceable against Seller or Parent; (c) assuming the consents referred to in subsection (e) of this Section 2.4 are obtained, conflict with, result in any breach of any of the provisions hereof will (i) violate, con- flict with, or result in a breach of any provision of, or con- stitute constitute a default (or an any event whichwhich would, with notice or lapse the passage of time or the giving of notice or both, would constitute a default) under, or result in a violation of, result in the termination or suspension of, or accelerate the performance required by, or result in creation of a right of termination termination, amendment, modification, abandonment or accelera- tion underacceleration under any material agreement, including any indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against Seller or Parent; (d) result in the creation of any lienLien upon the Shares or the Related IP; or (e) require any authorization, security interestconsent, charge approval, exemption or encumbrance upon other action by or notice to any of the properties court, commission, governmental body, regulatory authority, agency or assets of Shared Technologies tribunal wherever located (a “Governmental Entity”) or any of its subsidiaries underother third party, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except than (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and any other similar foreign merger, competition or anti-trust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delawaresuch consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities Laws and (iii) consents set forth in Section 2.4 of the approval of Shared Technol- ogies' stockholders pursuant Disclosure Schedule (which Seller and Parent undertake to use their respective commercially reasonable efforts to obtain prior to the DGCLClosing Date), except, in the case of subsections (b), (ivc) filings with applicable state public utility commissions and (vd) of this Section 2.4, such other filingsviolations, registrationsconflicts, notificationsbreaches, permitsdefaults, terminations, amendments, modifications, abandonments, accelerations, authorizations, consents consents, approvals, exemptions, other actions or approvals the failure of which to be obtained, made or given would notnotices that, individually or in the aggregate, either would not have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth defined in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z3.1(a) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyhereof).

No Violations, etc. (a) Assuming that all filingsThe execution, permits, authoriza- tions, consents delivery and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery performance of this Agreement by Shared Technologies nor the Company does not and the consummation of the Merger transactions contemplated hereby will not: (a) contravene any provision of the Articles of Organization or Bylaws of the Company; (b) violate or conflict in any material respect with any federal, state, local or foreign law or any decree, writ, injunction, judgment or order of any court or administrative or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx with governmental body or of any arbitration award which is either applicable to, binding upon or enforceable against the Company or any of the provisions hereof will Subsidiaries, or the business or any assets of the Company or any of the Subsidiaries; (ic) violateassuming the consents referred to in subsection (e) of this Section 3.5 are obtained, con- flict conflict with, or result in a any breach of any provision of the provisions of, or con- stitute constitute a default (or an any event whichwhich would, with notice or lapse the passage of time or the giving of notice or both, would constitute a default) under, or result in a violation of, result in the termination or suspension of, or accelerate the performance required by, or result in creation of a right of termination termination, amendment, modification, abandonment or accelera- tion underacceleration under any material agreement, including any material indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against the Company or any of the Subsidiaries; (d) result in the creation of any lien, security interest, charge material Lien (other than Permitted Liens) upon the Company or encumbrance upon any of the properties or assets of Shared Technologies Subsidiaries or any of its subsidiaries under, the assets of the Company or any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, Subsidiaries; or (ze) require any licenseauthorization, leaseconsent, agreement approval, exemption or other instrument action by or obligation notice to which Shared Technologies any means any federal, state, local, foreign, international or multinational entity or authority exercising executive, legislative, judicial, regulatory, administrative or taxing functions of or pertaining to government (each, a “Governmental Entity”) or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration withother third party, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except than (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "“HSR Act"”), and any other comparable foreign merger or competition laws listed in Section 3.5 of the Disclosure Schedule, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delawaresuch consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities laws, and (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 3.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or Schedule (z) any license, lease, agreement or other instrument or obligation which the Company undertakes to which Shared Technologies or any such subsidiary is a party or use its commercially reasonable efforts to which they or any of their respective properties or assets may be subject, except, in obtain prior to the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyClosing Date).

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b6.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies Acquiror and Merger Sub nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Acquiror and Merger Sub with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies Acquiror and Merger Sub or any of its Acquiror's subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 6.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies Acquiror, Merger Sub or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Acquiror, Merger Sub or any of Acquiror's subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have an Acquiror Material Adverse Effect or materially impair Merger Sub's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies Acquiror, Merger Sub or any of Acquiror's subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Acquiror of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger and the certificate of amendment of Acquiror's certificate of incorporation with the Secretary of State of the State of Delaware, (iii) filings with the approval of Shared Technol- ogies' stockholders pursuant to the DGCLFederal Communications Commission or any applicable state public utility commissions or applicable state or local regulatory agency or authority, (iv) filings with applicable NASDAQ, (v) filings with the SEC and state public utility commissions securities administrators, (vi) the approval of Acquiror's stockholders as required by NASDAQ rules, and (vvii) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies an Acquiror Material Adverse Effect or materi- ally materially impair Shared Technologies' Merger Sub's ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereofhereof except as set forth in Sections 6.5 of the Disclosure Statement (x) Acquiror, Shared Technologies Merger Sub and its Acquiror's subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (zy) any license, lease, agreement or other instrument or obligation to which Shared Technologies Acquiror or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yx) and (zy) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies an Acquiror Material Adverse Effect or materially impair Shared Technologies' abil- ity Merger Sub's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b6.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies Acquiror and Merger Sub nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Acquiror and Merger Sub with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies Acquiror and Merger Sub or any of its Acquiror's subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 6.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies Acquiror, Merger Sub or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Acquiror, Merger Sub or any of Acquiror's subsidiaries or any of their respective properties or assets, except, in the case of clauses (i), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have an Acquiror Material Adverse Effect or materially impair Merger Sub's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies Acquiror, Merger Sub or any of Acquiror's subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Acquiror of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger and the certificate of amendment of Acquiror's certificate of incorporation with the Secretary of State of the State of Delaware, (iii) filings with the approval of Shared Technol- ogies' stockholders pursuant to the DGCLFederal Communications Commission or any applicable state public utility commissions or applicable state or local regulatory agency or authority, (iv) filings with applicable NASDAQ, (v) filings with the SEC and state public utility commissions securities administrators, (vi) the approval of Acquiror's stockholders as required by NASDAQ rules, and (vvii) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies an Acquiror Material Adverse Effect or materi- ally materially impair Shared Technologies' Merger Sub's ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereofhereof except as set forth in Sections 6.5 of the Disclosure Statement (x) Acquiror, Shared Technologies Merger Sub and its Acquiror's subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (zy) any license, lease, agreement or other instrument or obligation to which Shared Technologies Acquiror or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yx) and (zy) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies an Acquiror Material Adverse Effect or materially impair Shared Technologies' abil- ity Merger Sub's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies nor the consummation of the Merger or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx with any of the provisions hereof will (i) violate, con- flict with, or result in a breach of any provision of, or con- stitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing with or registration withnotification to, notification to and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity”) is necessary on the part of Company or any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or Company Subsidiary for the consummation by Shared Technologies Company of the Merger or and the other transactions contemplated hereby, hereby except (i) in connection for the filing of the Certificate of Merger as required by the DGCL, (ii) for compliance with the any applicable requirements of state takeover laws, (iii) any required compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"), (ii”) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, and (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals where the failure of which to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be obtained, made or given would notexpected to have, individually or in the aggregate, either have a Shared Technologies Company Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate Effect. Neither the execution and delivery of the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby. (c) As , nor compliance by Company with all of the date hereofprovisions hereof and thereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylawswill, and (y) except as set forth in Section 5.5 subject to obtaining the approval of the Disclosure Statementadoption of this Agreement and the approval of the Merger by the holders of at least a majority of the outstanding shares of Company Common Stock and 70% of the outstanding shares of Company Preferred Stock at the Company Special Meeting or any adjournment or postponement thereof in accordance with the DGCL, (i) conflict with or result in any notebreach of any provision of the articles of incorporation or bylaws of Company or any Company Subsidiary (or, bondin the case of any Company Subsidiary that is not a corporation, mortgagethe equivalent charter documents of such Company Subsidiary), indenture (ii) violate any order, writ, injunction, decree, statute, rule or deed of trustregulation applicable to Company or any Company Subsidiary, or (z) any license, lease, agreement or other instrument or obligation to by which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subjectbound, exceptor (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Company Contract (as defined below), except in the case of clauses (yii) or (iii) for any violation, breach or default that has not had, or could not reasonably be expected to have, a Company Material Adverse Effect. Schedule 3.3 of the Company Disclosure Statement lists all consents, notices, waivers and (z) aboveapprovals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Company Contracts, or any of Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for such violations or defaults which would not, individually or in the aggregate, either those whose failure to obtain will not have a Shared Technologies Company Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b7.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies Xxxxxxxxx Subsidiary and Xxxxxxxxx nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Xxxxxxxxx Subsidiary and Xxxxxxxxx with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies Xxxxxxxxx Subsidiary and Xxxxxxxxx or any of its their respective subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure StatementSchedule 7.5, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies Xxxxxxxxx Subsidiary and Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Xxxxxxxxx or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Material Adverse Effect or materially impair Xxxxxxxxx'x or Xxxxxxxxx Subsidiary's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies Xxxxxxxxx Subsidiary or Xxxxxxxxx or any of their respective subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Xxxxxxxxx Subsidiary of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of DelawareMerger, (iii) the approval filings of Shared Technol- ogies' stockholders pursuant to the DGCL, California Certificate of Merger and (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Xxxxxxxxx Material Adverse Effect or materi- ally materially impair Shared Technologies' Xxxxxxxxx Subsidiary's ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereof, Shared Technologies Xxxxxxxxx and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure StatementSchedule 7.5, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Xxxxxxxxx Material Adverse Effect or materially impair Shared Technologies' abil- ity Xxxxxxxxx Subsidiary's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b6.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies TFC, RHI or Fairchild nor the consummation of the Merger or other trans- actions contemplated transactions xxxxxxxxxted hereby nor compliance by Shared Technolo- xxxx Fairchild with any of the provisions hereof will (i) violate, con- flict withconflicx xxxx, or xr result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies TFC, RHI or Fairchild or any of its their respective subsidiaries under, any of the termstxx xxxxx, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 6.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies TFC, RHI or Fairchild or any such subsidiary is a party or to which they or any of their ox xxxxx respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Fairchild or any of their respective subsidiaries or any of their xxxxxxxxxe properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Fairchild Material Adverse Effect or materially impair Fairchild's axxxxxx to consummate the Merger or other transactions xxxxxxxxxxed hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies TFC, RHI or Fairchild or any of their respective subsidiaries in connec- tion with the execution connection witx xxx xxxcution and delivery of this Agreement or the consummation by Shared Technologies Fairchild of the Merger or other transactions contemplated hereby, except excxxx (ix) in xn connection with the applicable requirements of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ActXXX Xxx"), (iixx) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions commissions, and (viv) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Fairchild Material Adverse Effect or materi- ally materially impair Shared Technologies' ability to Fairchild's xxxxxxx xo consummate the Merger or other transactions contemplated xxxxxxxxxxxd hereby. . (c) As of the date hereof, Shared Technologies Fairchild and its subsidiaries are not in violation of or default under undex (x) their xxxir respective charter or bylaws, and (y) except as set forth in Section 5.5 Sections 6.5 and 6.9 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Fairchild or any such subsidiary is a party or to which they or any of their respective xxxxx xxspective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Fairchild Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate Fairchild's abixxxx xx xonsummate the Merger or other transactions contemplated herebyconxxxxxxxxx xereby.

No Violations, etc. (a) Assuming that all Other than the filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof that are identified in Schedule 4.6(a) hereto and that have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statementherein, neither the execution and delivery of this Agreement by Shared Technologies Buyer nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Buyer with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries Buyer under, any of the terms, conditions or provisions of (x) their respec- tive charters its charter or by-lawslaws or the applicable rules of the AMEX, the stock exchange on which the Common Stock is publicly traded, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, trust or (z) any license, lease, contract, agreement or other instrument or obligation obligation, to which Shared Technologies or any such subsidiary Buyer is a party or to which they it or any of their respective its properties or assets may be subject,; or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its properties or assets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of Encumbrances which would not, individually or in the aggregate, either have an Buyer Material Adverse Effect or materially impair Buyer's ability to consummate the transactions contemplated hereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any gov- ernmental entity Governmental Entity is required by Shared Technologies of Buyer in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies an Buyer Material Adverse Effect or materi- ally materially impair Shared Technologies' Buyer's ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereof, Shared Technologies and its subsidiaries are Buyer is not in violation of or default under (x) their respective charter or bylawsunder, and (y) except as set forth in Section 5.5 of the Disclosure StatementSchedule 4.6(c) hereto, (i) any note, bond, mortgage, indenture or deed of trust, ; or (zii) any license, lease, contract, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary Buyer is a party or to which they it or any of their respective its properties or assets may be subject, except, in the case of clauses (yi) and (zii) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies an Buyer Material Adverse Effect or materially impair Shared Technologies' abil- ity Buyer's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement or the STFI Agreement by Shared Technologies the Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby or thereby nor compliance by Shared Technolo- xxxx the Company with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair the Company's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required by Shared Technologies the Company in connec- tion connection with the execution and delivery of this Agreement or the STFI Agreement or the consummation by Shared Technologies the Company of the Merger or other transactions contemplated herebyhereby or thereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDela- ware, (iii) the approval of Shared Technol- ogies' the Company's stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions identified in Section 5.5 of the Disclosure Statement, (v) filings with the SEC and (vvi) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Company Material Adverse Effect or materi- ally materially impair Shared Technologies' the Company's ability to consummate the Merger or other transactions contemplated hereby. hereby or thereby. (c) As of the date hereof, Shared Technologies The Company and its subsidiaries are not in violation of or default under (x) their respective charter or bylawsunder, and (y) except as set forth in Section 5.5 of the Disclosure Statement, (x) any note, bond, mortgage, indenture or deed of trust, or (zy) any license, lease, agreement or other instrument or obligation to which Shared Technologies the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yx) and (zy) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Company Material Adverse Effect or materially impair Shared Technologies' abil- ity the Company's ability to consummate the Merger or other transactions contemplated hereby. It is understood that the Company has certain covenants in its bank facilities which the Company from time to time may violate and that such violations shall not be deemed a breach so long as the Company promptly seeks, and in a reasonable period of time obtains, waivers of such violations from the lenders under such facilities (unless such lenders have accelerated the indebtedness under such facilities).

No Violations, etc. (a) Assuming that all filingsNo filing with or notification to, permitsand no permit, authoriza- tionsauthorization, consents and approvals consent or waivers thereof have been duly made approval of, any Governmental Entity is necessary on the part of either Parent or obtained as Merger Sub for the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated by Section 5.5(b) hereofhereby, except as listed in Section 5.5 (i) for the filing of the Disclosure StatementArticles of Merger as required by Georgia Law, neither (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities or “blue sky” laws and state takeover laws, (iii) for compliance with the HSR Act, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution and delivery of this Agreement by Shared Technologies the Agreement, nor the consummation of the Merger or the other trans- actions transactions contemplated hereby hereby, nor compliance by Shared Technolo- xxxx Parent and Merger Sub with any all of the provisions hereof and thereof will, subject to the adoption of this Agreement by Parent as sole shareholder of Merger Sub, which will occur immediately after the execution and delivery hereof, (i) violate, con- flict with, conflict with or result in a any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent or any Parent Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any Parent Subsidiary, or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or con- stitute a default constitute (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination or suspension ofany material change in, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, acceleration, redemption or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries repurchase under, any of the terms, conditions or provisions of any Parent Contract (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated herebydefined below), except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yii) and or (z) aboveiii), for such violations any violation, breach or defaults which would notdefault that has not had, individually or in the aggregatecould not reasonably be expected to have, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyon Parent.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 the accuracy of the Disclosure Statementrepresentations set forth in Article II, neither the execution and delivery of this Agreement by Shared Technologies Delphi nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Delphi with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an 42 -36- event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies Delphi or any of its Delphi's subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any material note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any material license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies Delphi or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Delphi or any of Delphi's subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(y), (i)(z) and clause (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Delphi Material Adverse Effect or materially impair the consummation of the transactions contemplated hereby. (b) No Except as contemplated by Section 7.1(b) hereof, no filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies Delphi or any of Delphi's subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Delphi of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally materially impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As consummation of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filingsThe execution, permits, authoriza- tions, consents delivery and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery performance of this Agreement by Shared Technologies nor Seller and Parent do not and the consummation of the Merger transactions contemplated hereby will not: (a) contravene any provision of the Certificate of Incorporation or Bylaws of Seller or Parent; (b) assuming the consents referred to in subsection (e) of this Section 2.4 are obtained, violate or conflict in any material respect with any federal, state, local or foreign law, statute, ordinance, rule or regulation (collectively, a "Law") or any decree, writ, injunction, judgment or order of any court or administrative or other trans- actions contemplated hereby nor compliance by Shared Technolo- xxxx with governmental body or of any arbitration award (collectively, an "Order") which is either applicable to, binding upon or enforceable against Seller or Parent; (c) assuming the consents referred to in subsection (e) of this Section 2.4 are obtained, conflict with, result in any breach of any of the provisions hereof will (i) violate, con- flict with, or result in a breach of any provision of, or con- stitute constitute a default (or an any event whichwhich would, with notice or lapse the passage of time or the giving of notice or both, would constitute a default) under, or result in a violation of, result in the termination or suspension of, or accelerate the performance required by, or result in creation of a right of termination termination, amendment, modification, abandonment or accelera- tion underacceleration under any material agreement, including any indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against Seller or Parent; (d) result in the creation of any lienLien upon the Shares or the Related IP; or (e) require any authorization, security interestconsent, charge approval, exemption or encumbrance upon other action by or notice to any of the properties court, commission, governmental body, regulatory authority, agency or assets of Shared Technologies tribunal wherever located (a "Governmental Entity") or any of its subsidiaries underother third party, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except than (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any other similar foreign merger, competition or anti-trust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delawaresuch consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities Laws and (iii) consents set forth in Section 2.4 of the approval of Shared Technol- ogies' stockholders pursuant Disclosure Schedule (which Seller and Parent undertake to use their respective commercially reasonable efforts to obtain prior to the DGCLClosing Date), except, in the case of subsections (b), (ivc) filings with applicable state public utility commissions and (vd) of this Section 2.4, such other filingsviolations, registrationsconflicts, notificationsbreaches, permitsdefaults, terminations, amendments, modifications, abandonments, accelerations, authorizations, consents consents, approvals, exemptions, other actions or approvals the failure of which to be obtained, made or given would notnotices that, individually or in the aggregate, either would not have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth defined in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z3.1(a) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity to consummate the Merger or other transactions contemplated herebyhereof).

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by Shared Technologies nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- xxxx Technologies with any of the provisions hereof will (i) violate, con- flict conflict with, or result in a breach of any provision of, or con- stitute constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respec- tive respective charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxxmortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject,, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Shared Technologies or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental governmental entity is required by Shared Technologies in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (the txx "HSR ActXXX Xxx"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogiesTechnologies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally materially impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materially impair Shared Technologies' abil- ity ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filingsNo filing with or notification to, permitsand no permit, authoriza- tionsauthorization, consents and approvals consent or waivers thereof have been duly made or obtained as contemplated by Section 5.5(b) hereofapproval of, except as listed in Section 5.5 any Governmental Entity is necessary on the part of the Disclosure StatementCompany or any Company Subsidiary for the consummation by the Company of the Merger and the other transactions contemplated hereby except (i) for the filing of the Articles of Merger as required by Georgia Law, neither (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities or “blue sky” laws and state takeover laws, (iii) compliance with the HSR Act, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Neither the execution and delivery of this Agreement by Shared Technologies Agreement, nor the consummation of the Merger or the other trans- actions transactions contemplated hereby hereby, nor compliance by Shared Technolo- xxxx the Company with any all of the provisions hereof will and thereof, will, subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the Company Shareholders in accordance with Georgia Law, (i) violate, con- flict with, conflict with or result in a any breach of any provision of the articles of incorporation or bylaws of (the Company or any Company Subsidiary (or, in the case of any Company Subsidiary that is not a corporation, the equivalent charter documents of such Company Subsidiary), (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any Company Subsidiary, or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or con- stitute a default constitute (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or result in the termination or suspension ofany material change in, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, acceleration, redemption or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Shared Technologies or any of its subsidiaries repurchase under, any of the terms, conditions or provisions of (x) their respec- tive charters or by-laws, (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, xxxx- xxxx, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any gov- ernmental entity is required by Shared Technologies in connec- tion with the execution and delivery of this Agreement or the consummation by Shared Technologies of the Merger or other transactions contemplated herebyCompany Contract, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Shared Technol- ogies' stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Shared Technologies Material Adverse Effect or materi- ally impair Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are not in violation of or default under (x) their respective charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (yii) and or (ziii) abovefor any violation, for such violations breach or defaults which would notdefault that has not had, individually or in the aggregatecould not reasonably be expected to have, either have a Shared Technologies Material Adverse Effect on the Company. Schedule 2.3 of the Company Schedules lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Company Contracts, or materially impair Shared Technologies' abil- ity to consummate any of the Merger Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other transactions contemplated herebyinstruments or obligations, except for those whose failure to obtain will not have a Material Adverse Effect on the Company.