Common use of No Violations, etc Clause in Contracts

No Violations, etc. Except for the filings of the Certificate of Merger, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.

No Violations, etc. Subject to receipt of the Requisite Vote, the execution and delivery of this Agreement do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not or will not, conflict with, or result in any violation of, or default (with or without notice of lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Artistic under, any provision of (i) the Certificate of Incorporation or Bylaws of Artistic, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Artistic, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Artistic or any of its respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, materially impair the ability of Artistic to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Except for the filings of the Certificate of Merger, filings required under the Securities Act referred to in Section 3.03 and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 heretoto the Merger Agreement, which are incorporated by reference herein, no filing or registration with, notification to and no permit, or authorization, consent or approval of, any public body Governmental Agency is required by or with respect to Artistic in connection with the execution and delivery of this Agreement or the Merger Agreement by Artistic or is necessary for the consummation by the Company Artistic of the Merger or Merger, the Asset Purchase and the other transactions contemplated herebyhereby and thereby, excluding from the foregoing permitsexcept for such consents, orders, authorizations, consentsregistrations, approvals declarations and notices filings, the failure of which (i) if not obtainedto be obtained or made would not, made or given, either individually or in the aggregate, would not have a Material Adverse Effect on Artistic, materially impair the ability of Artistic to perform its obligations hereunder or thereunder or prevent the Company to consummate consummation of the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effectthereby.

No Violations, etc. Except for The execution, delivery and performance of this Agreement by the filings Companies do not and the consummation of the transactions contemplated hereby will not: (a) contravene any provision of the Certificate of MergerIncorporation or Bylaws of the Companies; (b) assuming the consents referred to in subsection (e) of this Section 3.5 are obtained, violate or conflict in any material respect with any federal, state, local or foreign Law or any Order which is either applicable to, binding upon or enforceable against either of the Companies or any of the Subsidiaries, or the business or any assets of either of the Companies or any of the Subsidiaries; (c) assuming the consents referred to in subsection (e) of this Section 3.5 are obtained, conflict with, result in any breach of any of the provisions of, or constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, result in the creation of a right of termination, amendment, modification, abandonment or acceleration under any material agreement, including indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against either of the Companies or any of the Subsidiaries; (d) result in the creation of any Lien (other than Permitted Liens) upon the Companies or any of the Subsidiaries or any of the assets of either of the Companies or any of the Subsidiaries; or (e) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity or any other third party, other than (i) in connection with the applicable requirements of the HSR Act, and any other similar foreign merger, competition or anti-trust Laws, (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities Laws and (iii) consents set forth in Section 3.5 of the Securities Act and Disclosure Schedule (which the Securities Exchange Act of 1934, as amended (Companies undertake to use their commercially reasonable efforts to obtain prior to the "Exchange Act"Closing Date), filings required under except, in the case of subsections (b), (c) and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto(d) of this Section 3.5, no filing withsuch violations, notification to and no permitconflicts, authorizationbreaches, consent or approval ofdefaults, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated herebyterminations, excluding from the foregoing permitsamendments, modifications, abandonments, accelerations, authorizations, consents, approvals and approvals, exemptions, other actions or notices which (i) if not obtainedthat, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of either Parent or Merger Sub for the consummation by the Company Parent or Merger Sub of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which except (i) if for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCL, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of Nasdaq, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not obtainedhad, made or givencould not reasonably be expected to have, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Parent Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby hereby, nor compliance by the Company Parent and Merger Sub with any all of the provisions hereof and thereof will, subject to approval of the issuance of the shares in connection with the Merger and Financing Transaction by at least a majority vote of the number of shares of Parent Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof in accordance with Delaware law, at the time of the vote, and the adoption of this Agreement by parent as sole stockholder of Merger Sub, which will occur immediately after the execution and delivery hereof, (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter documents of the CompanyParent or any Parent Subsidiary, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Parent or any Parent Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any Parent Contract (x) noteas defined below), bond, mortgage, indenture, or deed except in the case of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and or (iii) violations), breaches for any violation, breach or defaults whichdefault that has not had, either individually or in the aggregatecould not reasonably be expected to have, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Parent Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of Merger(a) Assuming that all filings, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, consents and approvals and notices which (i) if not obtained, or waivers thereof have been duly made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions obtained as contemplated by the Asset Purchase Agreement. Neither Section 4.3(b) hereof, neither the execution and deliv- ery delivery of this Agreement by Parent and Purchaser nor the consummation of the Offer, the Merger or the other transactions contemplated hereby nor compliance by the Company Parent and Purchaser with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Actviolate, conflict with with, or result in any a breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, result in a violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) a default (or give rise to any right of terminationunder, cancellation, acceleration, redemption or repurchase or result in the loss termination or suspension of, or accelerate the performance required by, or result in a right of a material benefit) termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent and Purchaser under, any of the terms, conditions or provisions of any (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture, indenture or deed of trust trust, or (yii) licensesubject to compliance with the statutes and regulations referred to in the next paragraph, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or Purchaser or any of its their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) and (iii) above, for such violations, breaches conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or defaults whichacceleration or creations of liens, either security interests, charges or encumbrances which would not, individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Parent Material Adverse Effect. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any governmental entity is required by Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent and Purchaser of the Offer, the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) filings with the SEC and state securities administrators, (iv) filings with the Federal Communications Commission or any applicable state public utility commissions or applicable state or local regulatory agency or authority, and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) As of the date hereof (x) Parent and Purchaser are not in violation of or default under any note, bond, mortgage, indenture or deed of trust, or (y) any license, lease, agreement or other instrument or obligation to which Parent is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (x) and (y) above, for such violations or defaults which would not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Authority is necessary for on the part of the Parent or any Parent Subsidiary in connection with the consummation by the Company Parent and Merger Sub of the Merger or the other transactions contemplated hereby, excluding from including the foregoing permitsMerger, authorizations, consents, approvals and notices which except: (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Certificate of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or DGCL; (ii) are as is required in connection for purposes of complying with the transactions contemplated by HSR Act; and (iii) where the Asset Purchase Agreementfailure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Parent Material Adverse Effect. Neither the execution and deliv- ery delivery of this Agreement by Parent and Merger Sub, nor the consummation of the Merger or the other transactions contemplated hereby hereby, including the Merger, by Parent and Merger Sub, nor compliance by the Company Parent and Merger Sub with any all of the provisions hereof will (i) will, subject to obtaining the Parent Stockholder Approval in accordance with Applicable Law (and subject to the adoption of this Agreement and the approval of a majority the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, Merger Sub): (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or By-Laws other charter documents (in each case, as applicable) of the Company, Parent or any Parent Subsidiary; (iiy) other than as set forth on Schedule 3.03 hereto violate any Applicable Law; or as required in connection with the transactions contemplated by the Asset Purchase Agreement, (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, under any of the terms, conditions or provisions of any (x) notematerial Parent Contract. Schedule 4.3 of the Parent Disclosure Schedule lists all consents, bondnotices, mortgage, indenture, or deed waivers and approvals required to be obtained in connection with the consummation of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effecthereby, including the Merger, under any material Parent Contracts.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of Target for the consummation completion by the Company Target of the Merger or any of the other transactions contemplated hereby, excluding from or for the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made exercise by Buyer or given, either individually or in the aggregate, would not materially impair the ability Target of the Company full rights to consummate own and operate the business of Target as it presently is being conducted, except for the filing of the Certificate of Merger as required by Delaware Law and the filing and approval of the Proxy Statement by the SEC. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection hereby, compliance by Target with the transactions contemplated provisions hereof, or the exercise by the Asset Purchase Agreement. Neither Surviving Corporation after the execution and deliv- ery of this Agreement nor the consummation Merger of the Merger full right to own and operate the business of Target as it is presently conducted does or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will: (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation or By-Laws bylaws of the CompanyTarget, (ii) other than as set forth on Schedule 3.03 hereto violate any Law applicable to Target or as required in connection with the transactions contemplated by the Asset Purchase Agreement, any of Target's properties or assets or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Target is a party or by which any of them Target's properties or assets is bound. Schedule 4.3 of the Target Disclosure Statement lists all consents, waivers and approvals required to be obtained by Target in connection with the completion of the Merger or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby hereby, including in order to enable Buyer or have a Material Adverse EffectTarget, after the Merger, to exercise the full right to own and operate the business of Target as it is presently conducted, under any such notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments.

No Violations, etc. Except for the filings (a) Assuming that all filings, permits, ------------------- authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, except as listed in Section 3.5 of the Certificate of MergerDisclosure Statement, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither neither the execution and deliv- ery delivery of this Agreement by Company nor the consummation of the Merger or the other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Actviolate, conflict with with, or result in any a breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, result in a violation or breach provisions of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) a default (or give rise to any right of terminationunder, cancellation, acceleration, redemption or repurchase or result in the loss termination or suspension of, or accelerate the performance required by, or result in a right of a material benefit) termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Company or any of its subsidiaries under, any of the terms, conditions or provisions of any (x) their respective charters or bylaws, (y) except as set forth in Section 3.5 of the Disclosure Statement, any note, bond, mortgage, indenture, indenture or deed of trust trust, or (yz) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or by to which any of them they or any of their respective properties or assets may be bound subject, or (iiiii) 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, excluding from except, in the foregoing case of clauses (i), (z) and (ii) and (iii) above, for such violations, breaches conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or defaults whichacceleration or creations of liens, either securities interests, charges or encumbrances which would not, individually or in the aggregate, would not 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 governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required by Company in connection with the execution and delivery of this Agreement or the consummation by Company of the Merger or other transactions contemplated hereby 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 Company's stockholders pursuant to the GCL, (iv) filings with applicable state public utility commissions identified in Section 2.5 of the Disclosure Statement, (v) filings with the SEC and (vi) 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 Company Material Adverse EffectEffect or materially impair Company's ability to consummate the Merger or other transactions contemplated hereby or thereby. (c) Company and its subsidiaries are not in violation of or default under, except as set forth in Section 3.5 of the Disclosure Statement, (x) any note, bond, mortgage, indenture or deed of trust, or (y) and license, lease, agreement or other instrument or obligation to which 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 (x) and (y) above, for such violations or defaults 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. 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. Except for the filings of the Certificate of Merger(a) Assuming that all filings, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, ------------------- authorizations, consents, consents and approvals and notices which (i) if not obtained, or waivers thereof have been duly made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions obtained as contemplated by the Asset Purchase Agreement. Neither Section 4.3(b) hereof, neither the execution and deliv- ery delivery of this Agreement by Parent and Purchaser nor the consummation of the Offer, the Merger or the other transactions contemplated hereby nor compliance by the Company Parent and Purchaser with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Actviolate, conflict with with, or result in any a breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, result in a violation or breach of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) a default (or give rise to any right of terminationunder, cancellation, acceleration, redemption or repurchase or result in the loss termination or suspension of, or accelerate the performance required by, or result in a right of a material benefit) termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent and Purchaser under, any of the terms, conditions or provisions of any (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture, indenture or deed of trust trust, or (yii) licensesubject to compliance with the statutes and regulations referred to in the next paragraph, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or Purchaser or any of its their respective properties or assets, excluding from except, in the foregoing clauses case of clause (ii) and (iii) above, for such violations, breaches conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or defaults whichacceleration or creations of liens, either security interests, charges or encumbrances which would not, individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Parent Material Adverse Effect. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any governmental entity is required by Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent and Purchaser of the Offer, the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) filings with the SEC and state securities administrators, (iv) filings with the Federal Communications Commission or any applicable state public utility commissions or applicable state or local regulatory agency or authority, and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) As of the date hereof (x) Parent and Purchaser are not in violation of or default under any note, bond, mortgage, indenture or deed of trust, or (y) any license, lease, agreement or other instrument or obligation to which Parent is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (x) and (y) above, for such violations or defaults which would not, individually or in the aggregate, have a Parent Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of Target for the consummation completion by the Company Target of the Merger or any of the other transactions contemplated hereby, excluding from or for the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made exercise by Buyer or given, either individually or in the aggregate, would not materially impair the ability Target of the Company full rights to consummate own and operate the business of Target as it presently is being conducted, except for the filing of the Certificate of Merger as required by Delaware Law and the filing and approval of the Proxy Statement by the SEC. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection hereby, compliance by Target with the transactions contemplated provisions hereof, or the exercise by the Asset Purchase Agreement. Neither Surviving Corporation after the execution and deliv- ery of this Agreement nor the consummation Merger of the Merger full right to own and operate the business of Target as it is presently conducted does or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will: (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation or By-Laws bylaws of the CompanyTarget, (ii) other than as set forth on Schedule 3.03 hereto violate any Law applicable to Target or as required in connection with the transactions contemplated by the Asset Purchase Agreement, any of Target’s properties or assets or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Target is a party or by which any of them Target’s properties or assets is bound. Schedule 4.3 of the Target Disclosure Statement lists all consents, waivers and approvals required to be obtained by Target in connection with the completion of the Merger or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby hereby, including in order to enable Buyer or have a Material Adverse EffectTarget, after the Merger, to exercise the full right to own and operate the business of Target as it is presently conducted, under any such notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments.