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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ nor the consummation of the Merger or other trans- actions contemplated hereby nor compliance by Shared Technolo- ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies TFC, RHI or ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Material Adverse Effect or materially impair ▇▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇▇ or any of their respective subsidiaries 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 ▇▇▇▇-- ▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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 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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 Other than the filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by that are identified in Section 5.5(b4.5(b) hereof, and except as listed in Section 5.5 4.5(a) of the Disclosure StatementSchedule, neither the execution and delivery of this Agreement by Shared Technologies the Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, outstanding loans or borrowings, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 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) 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 (yi) and (zii) above, for such violations violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or defaults 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' abil- ity or delay the Company's ability to consummate the Merger or other transactions contemplated herebyhereby or perform its obligations under this Agreement. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any

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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇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,, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 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 Geac or obtained as Geac Sub, at or before the Effective Time, for the completion by Geac or Geac Sub of the Merger or the other transactions contemplated by Section 5.5(b) hereofthis Agreement, except as listed in Section 5.5 for: (i) the filing of the Disclosure Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC of the Registration Statement and the declaration, by the SEC, of the effectiveness of the Registration Statement, neither (iii) an application and listing approval from the TSX of the Geac Common Shares to be issued in connection with the Merger, including under Extensity Options assumed under Subsection 3.2(b) and (iv) any filings and observance of one of more waiting periods required under the HSR Act. None of the execution and delivery of this Agreement by Shared Technologies nor or the consummation completion of the Merger or other trans- actions contemplated hereby nor compliance by Shared Technolo- ▇▇▇▇ with any of the other transactions contemplated hereby, or compliance with the provisions hereof will hereof, by Geac or Geac Sub, will: (i) violate, con- flict with, conflict with or result in a any breach of any provision of any charter document of Geac or Geac Sub, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Geac or Geac Sub, or by which any of its 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, ▇▇▇▇- ▇▇▇▇mortgage, indenture or indenture, deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies Geac or any such subsidiary Geac Sub is a party or to by which they either 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 5.3 of the Merger or other transactions contemplated herebyGeac Disclosure Statement lists all consents, except (i) waivers and approvals required to be obtained in connection with the applicable requirements completion of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (Merger and 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 by this Agreement under any of the date hereofGeac's or Geac Sub's 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 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 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 ▇▇▇▇▇▇▇▇▇ted hereby nor compliance by Shared Technolo- ▇▇▇▇ Fairchild with any of the provisions hereof will (i) violate, con- flict withconflic▇ ▇▇▇▇, or ▇r 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 termst▇▇ ▇▇▇▇▇, 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 o▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇e 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 a▇▇▇▇▇▇ to consummate the Merger or other transactions ▇▇▇▇▇▇▇▇▇▇ed 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 wit▇ ▇▇▇ ▇▇▇cution and delivery of this Agreement or the consummation by Shared Technologies Fairchild of the Merger or other transactions contemplated hereby, except exc▇▇▇ (i▇) in ▇n connection with the applicable requirements of the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino 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, 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 ▇▇▇▇▇▇▇ ▇o consummate the Merger or other transactions contemplated ▇▇▇▇▇▇▇▇▇▇▇d hereby. . (c) As of the date hereof, Shared Technologies Fairchild and its subsidiaries are not in violation of or default under unde▇ (x▇) their ▇▇▇ir 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 ▇▇▇▇▇ ▇▇spective 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 abi▇▇▇▇ ▇▇ ▇onsummate the Merger or other transactions contemplated herebycon▇▇▇▇▇▇▇▇▇ ▇ereby.

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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇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,, 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 ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Antitrust Improvements Act of 1976, as amended (the t▇▇ "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- 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 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 set forth in Section 5.5 6.5 of the Disclosure StatementSchedule, neither the execution and delivery of this Agreement by Shared Technologies Hain nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- ▇▇▇▇ Hain 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 Hain 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, ▇▇▇▇- ▇▇▇▇mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies Hain 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 Hain 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 Hain Material Adverse Effect or materially impair the consummation of 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 Hain, Hain Subsidiary or any of Hain's other subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Hain of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 DelawareMerger, (iii) the approval of Shared Technol- ogies' Hain's stockholders pursuant to the DGCL, (iv) filings with applicable The Nasdaq Stock Market, Inc., (v) filings with the SEC and state public utility commissions securities administrators, 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 Hain Material Adverse Effect or materi- ally materially impair Shared Technologies' Hain's ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereof, Shared Technologies Hain 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 Hain 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 Hain Material Adverse Effect or materially impair Shared Technologies' abil- ity Hain'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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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(b) hereof, except as listed set forth in Section 5.5 of the Disclosure StatementSchedule, neither the execution and delivery of this Agreement by Shared Technologies the Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- ▇▇▇▇ 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 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, ▇▇▇▇- ▇▇▇▇mortgage, 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) 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 consummation by Shared Technologies the Company of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 DelawareMerger, (iii) the approval of Shared Technol- ogies' the Company's stockholders pursuant to the DGCL, (iv) filings with applicable state public utility commissions the Securities and Exchange Commission (the "SEC") 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 Company Material Adverse Effect or materi- ally materially impair Shared Technologies' the Company's ability to consummate the Merger or other transactions contemplated hereby. . (c) As of the date hereof, Shared Technologies and none of the Company or any of its subsidiaries are not is in violation of or default under (x) their its respective charter certificate 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 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 (y) and (z) 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.

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(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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), (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(b6.5(b) hereof, except as listed in Section 5.5 of the Disclosure StatementSchedule 6.5, neither the execution and delivery of this Agreement by Shared Technologies Fasteners nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- ▇▇▇▇ Fasteners 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 Fasteners under, any of the terms, conditions or provisions of (x) their respec- tive charters its charter or by-laws, (y) except as set forth in Section 5.5 of the Disclosure StatementSchedule 6.5, any note, bond, ▇▇▇▇- ▇▇▇▇mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary Fasteners 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 Fasteners or any of its 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 en- cumbrances which would not, individually or in the aggregate, either have a Fasteners Material Adverse Effect or materially impair Fasteners' 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 Fasteners in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies Fasteners of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 Delaware, (iii) the approval filing of Shared Technol- ogies' stockholders pursuant to the DGCL, California Certificate of Merger with the Secretary of State of California 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 Fasteners Material Adverse Effect or materi- ally materially impair Shared TechnologiesFasteners' ability to consummate the Merger or other transactions contemplated hereby. The execution and delivery of this Agreement by ▇▇▇▇▇▇▇, the performance by ▇▇▇▇▇▇▇ of his obligations hereunder and the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated hereby do not and will not require ▇▇▇▇▇▇▇ to obtain any consent, approval or action of, or make any filing with or give any notice to, any governmental or regulatory body or judicial authority except (i) in connection with the applicable requirements of the HSR Act, (ii) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the filing of the California Certificate of Merger with the Secretary of State of California and (iv) 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 Fasteners Material Adverse Effect or materially impair Fasteners' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Shared Technologies and its subsidiaries are Fasteners is not in violation of or default under (x) their respective its charter or bylaws, and (y) except as set forth in Section 5.5 of the Disclosure StatementSchedule 6.5, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Shared Technologies or any such subsidiary Fasteners 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 (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Shared Technologies Fasteners Material Adverse Effect or materially impair Shared TechnologiesFasteners' abil- ity ability to consummate the Merger or other transactions contemplated hereby. (d) The execution, delivery and performance by ▇▇▇▇▇▇▇ of this Agreement and the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate, conflict with or result in the breach of any of the provisions of any material contract or other agreement to which ▇▇▇▇▇▇▇ is a party or to which ▇▇▇▇▇▇▇ or any of his assets or properties may be bound or subject or violate any existing term or provision of any material law, regulation, order, writ, judgment, injunction or decree applicable to ▇▇▇▇▇▇▇ or any of his assets or properties.

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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 filing of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Articles of 1976, as amended (the "HSR Act")Merger, (ii) the filing approval of the Certificate of Merger with Company's shareholders pursuant to the Secretary of State of the State of DelawareCBCA, (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 of 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. Company Disclosure Letter. (c) As of the date hereof, Shared Technologies and its subsidiaries are The Company is not in violation of or default under (x) their respective charter its articles of incorporation or bylawsby-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 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, 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 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 ▇▇▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇▇▇ nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Shared Technolo- ▇▇▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which Shared Technologies ▇▇▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Material Adverse Effect or materially impair ▇▇▇▇▇▇▇▇▇'▇ or ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Subsidiary or ▇▇▇▇▇▇▇▇▇ or any of their respective subsidiaries in connec- tion connection with the execution and delivery of this Agreement or the consummation by Shared Technologies ▇▇▇▇▇▇▇▇▇ Subsidiary of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Material Adverse Effect or materi- ally materially impair Shared Technologies' ▇▇▇▇▇▇▇▇▇ Subsidiary's 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 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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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(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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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. (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- ▇▇▇▇ 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, ▇▇▇▇- ▇▇▇▇mortgage, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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).