Common use of No Violations, etc Clause in Contracts

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Trafficmaster or Merger Sub for the consummation by Trafficmaster or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCC. Neither the execution and delivery of this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Trafficmaster and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the charter documents of Trafficmaster or Merger Sub, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Trafficmaster, Merger Sub or by which 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, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Trafficmaster or Merger Sub is a party or by which any of them or any of their properties or assets may be bound, except for any such violation, breach or default that would not have a material adverse effect on the ability of Trafficmaster or Merger Sub to perform their obligations under this Agreement.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity Authority is necessary on the part of either Trafficmaster the Parent or Merger Sub for any Parent Subsidiary in connection with the consummation by Trafficmaster or Parent and Merger Sub of the Merger or the other transactions contemplated hereby, except for including the Merger, except: (i) for the filing of the Certificate of Merger as required by Delaware Law, the ICL and (ii) where the applicable requirements of the Exchange Actfailure to make such filing or notification or to obtain such permit, state securities authorization, consent or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation approval would not reasonably be expected to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCCresult in a Parent Material Adverse Effect. Neither the execution and delivery of this AgreementAgreement by Parent and Merger Sub, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, by Parent and Merger Sub, nor compliance by Trafficmaster Parent and Merger Sub with all of the provisions hereof will, subject to obtaining the Parent Stockholder Approval in accordance with Applicable Law (and thereof will subject to the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of Merger Sub): (ix) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company or other charter documents (in each case, as applicable) of Trafficmaster Parent or Merger Sub, any Parent Subsidiary; (iiy) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Trafficmaster, Merger Sub or by which any of their properties or assets may be bound, Applicable Law; or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a defaultdefault under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, under any of the terms, conditions or provisions of any material noteParent Contract. Schedule 4.3 of the Parent Disclosure Schedule lists all consents, bondnotices, mortgagewaivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, indentureincluding the Merger, deed of trust, license, lease, agreement or other instrument or obligation to which Trafficmaster or Merger Sub is a party or by which under any of them or any of their properties or assets may be bound, except for any such violation, breach or default that would not have a material adverse effect on the ability of Trafficmaster or Merger Sub to perform their obligations under this AgreementParent Contracts.

No Violations, etc. No filing with (a) Assuming that all filings, permits, ------------------- authorizations, consents and approvals or notification towaivers thereof have been duly made or obtained as contemplated by Section 4.3(b) hereof, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Trafficmaster or Merger Sub for the consummation by Trafficmaster or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCC. Neither neither the execution and delivery of this Agreement, Agreement by Parent and Purchaser nor the consummation of the Offer, the Merger or the other transactions contemplated hereby, hereby nor compliance by Trafficmaster Parent and Merger Sub Purchaser with all any of the provisions hereof and thereof will (i) violate, conflict with with, or result in any a breach of any provision of, or 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 acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the charter documents properties or assets of Trafficmaster Parent and Purchaser under, any of the terms, conditions or Merger Subprovisions of (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture or deed of trust, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any material judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Trafficmaster, Merger Sub Parent or by which Purchaser or any of their respective properties or assets may be boundassets, except, in the case of clause (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No filing or registration with, notification to and no permit, authorization, consent or approval of any 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) result 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 violation or breach of, or constitute Parent Material Adverse Effect. (with or without due notice or lapse of time or bothc) a default, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any As of the terms, conditions date hereof (x) Parent and Purchaser are not in violation of or provisions of default under any material note, bond, mortgage, indenture, indenture or deed of trust, or (y) any license, lease, agreement or other instrument or obligation to which Trafficmaster or Merger Sub Parent is a party or by to which any of them they or any of their respective properties or assets may be boundsubject, except except, in the case of clauses (x) and (y) above, for any such violationviolations or defaults which would not, breach individually or default that would not in the aggregate, have a material adverse effect on the ability of Trafficmaster or Merger Sub to perform their obligations under this AgreementParent Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Trafficmaster Parent or Merger Sub for the consummation by Trafficmaster Parent or Merger Sub of the Merger or the other transactions contemplated hereby, hereby except for (i) the filing of the Certificate of Merger as required by Delaware Law, the DGCL and (ii) compliance with the applicable requirements of the Exchange Securities Act, state securities or "blue skyBlue Sky" laws, laws and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCC. Neither the execution and delivery of this Agreement, Agreement and the other agreements contemplated hereby nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Trafficmaster Parent and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation, bylaws or other charter documents of Trafficmaster Parent or Merger Subany of Parent's Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to TrafficmasterParent, Merger Sub or any of Parent's Subsidiaries or by which 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, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase by any other Person under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Trafficmaster Parent or Merger Sub any of Parent's Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. No consent, except for waiver, approval, notification or disclosure is required to be obtained or made in connection with the consummation of the transactions contemplated hereby under Parent's or any such violationof Parent's Subsidiaries notes, breach bonds, mortgages, indentures, deeds of trust, licenses or default that leases, contracts, agreements or other instruments or obligations the failure to obtain which would not reasonably be expected to have a material adverse effect on the ability of Trafficmaster or Merger Sub to perform their obligations under this AgreementParent Material Adverse Effect.

No Violations, etc. No filing with (a) Other than the filings, permits, authorizations, consents and approvals or notification towaivers thereof that are identified in Section 6.5(b) and that have been duly made or obtained as contemplated herein, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Trafficmaster or Merger Sub for the consummation by Trafficmaster or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCC. Neither neither the execution and delivery of this Agreement, Agreement by Acquiror and Merger Sub nor the consummation of the Merger or the other transactions contemplated hereby, hereby nor compliance by Trafficmaster Acquiror and Merger Sub with all any of the provisions hereof and thereof will (i) violate, conflict with with, or result in any a breach of any provision of, or 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 acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the charter documents properties or assets of Trafficmaster Acquiror or Merger SubSub under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) any note, bond, mortgage, indenture or deed of trust or (z) any license, lease, contract, agreement or other instrument or obligation, to which Acquiror or Merger Sub 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 material judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Trafficmaster, Acquiror or Merger Sub or by which any of their respective properties or assets may be boundassets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have an Acquiror Material Adverse Effect or materially impair Acquiror's or Merger Sub's ability to consummate the Merger or other transactions contemplated hereby. (b) No filing or registration with, no 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 of Acquiror or Merger Sub in connection with the execution and delivery of this Agreement or the consummation by Merger Sub of the Merger or other transactions contemplated hereby, except (i) as required by (A) applicable requirements, if any, of the HSR Act, (B) the Securities Act and the Exchange Act, (C) state securities or "blue sky" laws and (D) the AMEX; (ii) the filing and recordation of appropriate merger documents as required by the NYBCL; (iii) result the approval of Acquiror's stockholders as required by the AMEX rules; 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 a the aggregate, either have an Acquiror Material Adverse Effect or materially impair Acquiror's or Merger Sub's ability to consummate the Merger or other transactions contemplated hereby. (c) Acquiror and Merger Sub are not in violation of 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 default under, any except as set forth in Section 6.5 of the termsDRS Disclosure Schedule, conditions or provisions of (i) any material note, bond, mortgage, indenture, indenture or deed of trust, ; or (ii) any license, lease, contract, agreement or other instrument or obligation to which Trafficmaster Acquiror or Merger Sub is a party or by to which any of them they or any of their respective properties or assets may be boundsubject, except except, in the case of clauses (i) and (ii) above, for any such violationviolations or defaults which would not, breach individually or default that would not in the aggregate, either have a material adverse effect on the ability of Trafficmaster an Acquiror Material Adverse Effect or materially impair Acquiror's or Merger Sub Sub's ability to perform their obligations under this Agreementconsummate the Merger or other transactions contemplated hereby.

No Violations, etc. No Except for the filing of the Certificate of merger as required by the Delaware Act and the filings required under and in compliance with or the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), no filing with, notification to, to and no permit, authorization, consent or approval of, any Government Entity public body is necessary on the part of either Trafficmaster Parent or Merger Sub Subco for the consummation by Trafficmaster or Merger Sub Subco of the Merger or Merger, the other transactions contemplated hereby, except for (i) hereby or the filing exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Certificate of Merger as required by Delaware Law, (ii) Company and the applicable requirements of the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCCCompany Subsidiaries. Neither the execution and delivery of this Agreement, Agreement nor the consummation of the Merger or the other transactions contemplated hereby, hereby nor compliance by Trafficmaster and Merger Sub Parent or Subco with all any of the provisions hereof nor the exercise by Parent and thereof the Surviving Corporation of full rights to own and operate the business of the-Company and the Company Subsidiaries will (i) subject to obtaining the approval of a majority of the outstanding shares of Parent Common Stock at the Parent Special Meeting or any adjournment thereof, conflict with or result in any breach of any provision of the charter documents Certificate of Trafficmaster Incorporation or Merger Subby-laws of Parent or any person (a) who is a corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors is owned, directly or indirectly, by Parent, or (b) who is not a corporation and with respect to which at least a majority of the voting interest is owned, directly or indirectly, by Parent (the "Parent Subsidiaries"), (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to TrafficmasterParent, Merger Sub any of the Parent Subsidiaries or by which any of their respective 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, default (or give rise to any right of termination, cancellation, acceleration, redemption or repurchase repurchase) under, any of the terms, conditions or provisions of any material (x) note, bond, mortgage, indenture, or deed of trust, trust or (y) license, lease, agreement or other instrument or obligation to which Trafficmaster Parent or Merger Sub any of the Parent Subsidiaries is a party or by which any either of them or any of their properties or assets may be bound, except for any such violationexcluding from the foregoing clause (iii), breach violations, breaches or default that defaults that, individually or in the aggregate, would not either impair Parent's and Subco's ability to consummate the Merger or the other transactions contemplated hereby or have a material adverse effect on the ability business, operations, assets, financial condition, prospects or results of Trafficmaster or Merger Sub to perform their obligations under this Agreementoperations of Parent and the Parent Subsidiaries taken as a whole (a "Parent Material Adverse Effect").

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Trafficmaster or Merger Sub Target for the consummation completion by Trafficmaster or Merger Sub Target of the Merger or any of the other transactions contemplated hereby, or for the exercise by Buyer or Target of the full rights to own and operate the business of Target as it presently is being conducted, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) Law and the applicable requirements filing and approval of the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals Proxy Statement by the FCCSEC. Neither None of the execution and delivery of this Agreement, nor the consummation completion of the Merger or any of the other transactions contemplated hereby, nor compliance by Trafficmaster and Target with the provisions hereof, or the exercise by the Surviving Corporation after the Merger Sub with all of the provisions hereof full right to own and thereof will operate the business of Target as it is presently conducted does or will: (i) conflict with or result in any breach of any provision of the charter documents certificate of Trafficmaster incorporation or Merger Subbylaws of Target, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation Law applicable to Trafficmaster, Merger Sub Target or by which any of their Target’s 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 defaultdefault under, or result in any change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Trafficmaster or Merger Sub 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 the other transactions contemplated hereby, including in order to enable Buyer or assets may be boundTarget, except for after the Merger, to exercise the full right to own and operate the business of Target as it is presently conducted, under any such violationnotes, breach bonds, mortgages, indentures, deeds of trust, licenses or default that would not have a material adverse effect on the ability of Trafficmaster leases, contracts, agreements or Merger Sub to perform their obligations under this Agreementother instruments.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of either Trafficmaster or Merger Sub FabCentric for the consummation by Trafficmaster or Merger Sub FabCentric of the Merger or and the other transactions contemplated herebyhereby or for the exercise by HPL and the Surviving Corporation of full rights to own and operate the business of FabCentric as presently being conducted, except for (i) the filing of the Certificate Agreement of Merger as required by Delaware California Law, (ii) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCC. Neither the execution and delivery of this Agreement, Agreement nor the consummation of the Merger or and the other transactions contemplated hereby, hereby and thereby nor compliance by Trafficmaster and Merger Sub FabCentric with all of the provisions hereof and thereof will thereof, subject to obtaining the approval of the this Agreement by the holders of a majority of the outstanding shares of FabCentric Stock, (i) conflict with or result in any breach of any provision of the Articles of Incorporation, bylaws or other charter documents document of Trafficmaster or Merger SubFabCentric, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to TrafficmasterFabCentric, Merger Sub or by which any of their its 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 defaultdefault under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Trafficmaster or Merger Sub FabCentric is a party or by which any of them or any of their properties or assets may be bound. Schedule 3.3 of the FabCentric Disclosure Statement lists all consents, except for waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any such violationof FabCentric's notes, breach bonds, mortgages, indentures, deeds of trust, licenses or default that leases, contracts, agreements or other instruments or obligations the failure to obtain which would not have a material adverse effect on the ability of Trafficmaster or Merger Sub to perform their obligations under this AgreementFabCentric Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Trafficmaster Parent or Merger Sub for the consummation by Trafficmaster Parent or Merger Sub of the Merger or the other transactions contemplated hereby, hereby except for (i) the filing of the Certificate of Merger Filings as required by Delaware Law, (ii) the applicable requirements of DGCL and the Exchange Act, state securities or "blue sky" laws, and state takeover laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and (iv) applicable approvals by the FCCTBCA. Neither the execution and delivery of this Agreement, Agreement nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Trafficmaster Parent and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation, bylaws or other charter documents of Trafficmaster Parent or Merger Subany of Parent's Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to TrafficmasterParent, Merger Sub or any of Parent's Subsidiaries or by which 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, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase by any other Person under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Trafficmaster Parent or Merger Sub any of Parent's Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. No consent, except for waiver, approval, notification or disclosure is required to be obtained or made in connection with the consummation of the transactions contemplated hereby under Parent's or any such violationof Parent's Subsidiaries notes, breach bonds, mortgages, indentures, deeds of trust, licenses or default that leases, contracts, agreements or other instruments or obligations the failure to obtain which would not reasonably be expected to have a material adverse effect on the ability of Trafficmaster or Merger Sub to perform their obligations under this AgreementParent Material Adverse Effect.