No Violations or Consents. (a) Neither the execution and delivery of this Agreement by the Partnership nor the consummation by the Partnership of the transactions contemplated hereby will (i) violate any provision of the Certificate of Limited Partnership or the Limited Partnership Agreement, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which the Partnership is a party or by which any of its assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Partnership.
(b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by the Partnership or the consummation by the Partnership of the transactions contemplated hereby, except (i) the filing of the Certificate of Merger with the West Virginia Secretary of State and the Delaware Secretary of State and (ii) any filing required to be made with the Securities and Exchange Commission related to the proxy materials provided in connection with this Agreement or the transactions contemplated thereby.
No Violations or Consents. (a) Neither the execution and delivery of this Agreement by PDC or LLC nor the consummation by PDC or LLC of the transactions contemplated hereby will (i) violate any provision of PDC’s Second Amended and Restated Certificate of Incorporation or Bylaws, as amended and restated, or LLC’s Certificate of Formation or LLC Agreement, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which PDC or LLC is a party or by which any of its assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to PDC or LLC.
(b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by PDC or LLC or the consummation by PDC or LLC of the transactions contemplated hereby, except (i) the filing of the Certificate of Merger with the West Virginia Secretary of State and the Delaware Secretary of State and (ii) any filing required to be made with the Securities and Exchange Commission related to the proxy materials provided in connection with the Agreement or the transactions contemplated thereby.
No Violations or Consents. (i) Neither the execution and delivery of this Agreement by the Partnership nor the consummation by the Partnership of the transactions contemplated hereby will (A) violate any provision of the Partnership’s certificate of limited partnership or the agreement of limited partnership of the Partnership (as amended, modified or supplemented, the “Partnership Agreement”), (B) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which the Partnership is a party or by which any of its assets may be bound or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Partnership which would have a material adverse effect on the financial condition of the Partnership or the ability of the Partnership to consummate the transactions contemplated thereby.
(ii) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by the Partnership or the consummation by the Partnership of the transactions contemplated hereby, except (A) the filing of the Certificate of Merger with the Delaware Secretary of State and (B) any filing required to be made with the Securities and Exchange Commission (the “SEC”) related to this Agreement, the Special Meeting or the transactions contemplated hereby.
No Violations or Consents. (i) Neither the execution and delivery of this Agreement by SWR nor the consummation by SWR of the transactions contemplated hereby will (A) violate any provision of the certificate of incorporation or bylaws of SWR, (B) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which SWR is a party or by which any of its assets may be bound or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to SWR.
(ii) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by SWR or the consummation by SWR of the transactions contemplated hereby, except (A) the filing of the Certificate of Merger with the Delaware Secretary of State and (B) any filing required to be made with the SEC related to this Agreement, the Special Meeting or the transactions contemplated hereby.
No Violations or Consents. The execution, delivery and ------------------------- performance of this Agreement by the Companies and the consummation by them of the transactions contemplated hereby will not (a) violate or conflict with any provision of any law specifically applicable to their business or by which any property or asset of theirs is bound, (b) require the consent, waiver, approval, license or authorization of or any filing by them with any public authority (other than (i) if necessary, the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and applicable U.K./EEC antitrust statutes, and (ii) any other filings and approvals expressly contemplated by this Agreement), (c) violate, conflict with, result in a breach of or the acceleration of any obligation under, or constitute a default (or an event which with notice or the lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any property or asset of theirs pursuant to any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which either of the Companies are subject or by which either Company or its respective properties or assets are bound, or (d) result in a loss or adverse modification of any license, permit, certificate, franchise or contract granted to or otherwise held by either of the Companies which, in any such case described in clauses (a) through (d), could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
No Violations or Consents. The execution, delivery and performance of the Buyer’s Documents by Buyer will not (with or without the giving of notice or the passage of time or both) (i) violate any applicable provision of law or any rule or regulation of any federal, state or local Governmental Authority applicable to Buyer, or any order, writ, injunction, judgment or decree of any court, administrative agency or other Governmental Authority applicable to Buyer, (ii) violate Buyer’s Certificate of Incorporation or Bylaws, as each is amended to the Closing Date, (iii) require any consent under, conflict with or constitute a breach or default under any agreement, indenture, mortgage, deed of trust, lease, license or other instrument to which Buyer is a party or by which it or any Purchased Asset is bound, or any license, permit or certificate held by Buyer, or (iv) require any consent of, approval by, notice to or registration with any Governmental Authority.
No Violations or Consents. The execution, delivery and performance of this Agreement and the consummation by Contributor of the transactions contemplated hereby will not (a) violate any law or any order of any court or governmental authority with proper jurisdiction binding against Seller or its assets or the Company; (b) result in a breach or default under any contract or other binding commitment of Seller or the Company or any provision of the organizational documents of Seller or the Company; or (c) require any consent or approval or vote that has not been taken or given, or as of the Closing Date, shall not have been taken or given.
No Violations or Consents. Except as set forth on Schedule 2.28 hereto, the execution, delivery and performance of this Agreement and each of the Ancillary Agreements by NYSERNet, to the extent NYSERNet is a party thereto, and the consummation by it of the transactions contemplated hereby and thereby will not (a) violate or conflict with any provision of any law applicable to NYSERNet by which any property or asset of it is bound or (b) require the consent, waiver, approval, license or authorization of or any filing by NYSERNet with any public authority.
No Violations or Consents. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements by such Purchaser, to the extent such Purchaser is a party thereto, and the consummation by it of the transactions contemplated hereby and thereby will not (a) violate or conflict with any provision of any law applicable to such Purchaser or by which any property or asset of it is bound or (b) require the consent, waiver, approval, license or authorization of or any filing by such Purchaser with any public authority.
No Violations or Consents. Except as set forth on Schedule 5.3, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated 11 12 hereby will not (i) violate, conflict with or result in a breach of or the acceleration of any obligation under, or constitute a default (or an event which with notice or the lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of such Stockholder pursuant to any provision of any contract to which such Stockholder is bound, lien, order, judgment or decree to which such party is subject or by which such Stockholder or any of his property or assets is bound, or (ii) violate or conflict with any law, rule, regulation, permit, ordinance or regulation applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected. 5.4 Rule 501. Such Stockholder is an "accredited investor" within the meaning of Rule 501 of the Securities Act. In connection with the Merger, each such Stockholder is acquiring shares of Acquiror Common Stock for investment for his own account, not as a nominee or agent and not with a view towards the resale or other distribution of any part thereof, and such Stockholder has no present intention of selling, granting any participation in, or otherwise distributing such shares of Acquiror Common Stock.
