Common use of No Violations or Consents Clause in Contracts

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 this Agreement by the Companies Buyer and the consummation by them it of the transactions contemplated hereby will not (a) violate or conflict with any provision of any law specifically applicable to their business Buyer or by which any property or asset of theirs it is bound, (b) require the consent, waiver, approval, license or authorization of or any filing by them Buyer with any public authority (other than (i) if necessary, the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and under applicable U.K./EEC antitrust statutes, (ii) in connection with or in compliance with the provisions of each of the Securities Act, and the Securities Exchange Act of 19761934, as amended (the "HSR Exchange Act") and applicable U.K./EEC antitrust statutes), including without limitation, the filing of the Proxy Statement (as defined in Section 6.4(b), and (iiiii) 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 Buyer 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 Buyer is subject or by which either Company Buyer or any of its respective properties property or assets are is 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 Buyer which, in any such case described in clauses (a) through (d), could reasonably be expected to have, individually or in the aggregate, a Company Buyer Material Adverse Effect.

No Violations or Consents. The execution, delivery and ------------------------- performance of this Agreement by the Companies Acquiror and the consummation by them of the transactions contemplated hereby hereby, will not (ai) violate or conflict with any provision of any law specifically applicable to their business charter or by which any property or asset bylaws of theirs is boundthe Acquiror, (bii) require the consent, waiver, approval, license or authorization of or any filing by them the Acquiror with any public authority (authority, other than (ia) if necessaryin connection with or in compliance with the provisions of the Exchange Act, the filing Securities Act, the Telecommunications Act and the rules and regulations arising thereunder, the rules and regulations of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976The Nasdaq Stock Market, as amended (Florida Law or the "HSR Acttakeover") and applicable U.K./EEC antitrust statutes, "blue sky" or "public utilities" laws of various states and (iib) any other filings and approvals expressly contemplated by this Agreement), (ciii) violate, conflict with, 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 any Encumbrance a Lien on any property or asset of theirs the Acquiror pursuant to any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation judgment or decree to which either of the Companies are Acquiror is subject or by which either Company the Acquiror or any of its respective properties property or assets are is bound, or (div) result violate or conflict with any Law applicable to the Acquiror or by which any of its property or assets is bound or affected except, in a loss or adverse modification of any license, permit, certificate, franchise or contract granted to or otherwise held by either each of the Companies which, instances set forth in any such case described in clauses items (ai) through (d)iv) above, could reasonably be expected where failure to havegive such notice, individually make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, a Company would not have an Acquiror Material Adverse Effect.

No Violations or Consents. The execution, delivery and ------------------------- performance of this Agreement by each of the Companies Acquiror and Newco and the consummation by each of them of the transactions contemplated hereby hereby, will 8 9 not (ai) violate or conflict with any provision of any law specifically applicable to their business charter or by which any property bylaws of the Acquiror or asset of theirs is boundNewco, (bii) require the consent, waiver, approval, license or authorization of or any filing by them the Acquiror or Newco with any public authority (authority, other than (ia) if necessary, the filing of a pre-merger notification report under the XxxxThe Hart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (b) in connection with or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Communications Act of 1934, as amended (the "Communications Act") and applicable U.K./EEC antitrust statutesthe rules and regulations arising thereunder, the rules and regulations of The Nasdaq Stock Market, the Business Corporation Law or the "takeover", "blue sky" or "public utilities" laws of various states and (iic) any other filings and approvals expressly contemplated by this Agreement), (ciii) violate, conflict with, 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 any Encumbrance a lien or other encumbrance on any property or asset of theirs the Acquiror or Newco pursuant to any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation judgment or decree to which either of the Companies are Acquiror or Newco is subject or by which either Company the Acquiror or its respective properties Newco or any of their property or assets are is bound, or (div) result in a loss violate or adverse modification of conflict with any licenselaw, rule, regulation, permit, certificate, franchise ordinance or contract granted decree applicable to the Acquiror or otherwise held Newco or by which any property or asset of either of the Companies whichthem is bound or affected except, in any such case described each of the instances set forth in clauses items (ai) through (d)iv) above, could reasonably be expected where failure to havegive such notice, individually make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, a Company would not have an Acquiror Material Adverse Effect.

No Violations or Consents. The executionExcept as set forth on Schedule 5.18, delivery and ------------------------- performance the execution of this Agreement and the performance by the Companies Company and the Stockholders of their obligations hereunder and the consummation by them the Company and the Stockholders of the transactions contemplated hereby will not (ai) violate result in any violation or conflict with breach of, or constitute a default under, any provision of any law specifically applicable to their business the terms or by which any property provisions of the Charter Documents or asset of theirs is bound, (bii) require the consent, waiver, approval, license or authorization waiver of or any filing by them with or notice to, any public authority other Person (other than (ia) if necessary, in connection with or in compliance with the filing provisions of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "HSR Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Communications Act of 1934, as amended (the "Telecommunications Act") and applicable U.K./EEC antitrust statutesor the "blue sky" or "public utility" laws of various states, and (iib) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (ciii) violate, conflict with, 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 any Encumbrance a Lien on any property or asset of theirs any Stockholder pursuant to any provision of any charter or by-law, indenture, mortgagecontract to which any Stockholder is bound, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation judgment or decree to which either of the Companies are such party is subject or by which either Company any Stockholder or its respective properties any of his property or assets are is bound, or (div) result in a loss violate or adverse modification of conflict with any licenselaw, rule, regulation, permit, certificate, franchise ordinance or contract granted regulation applicable to any Stockholder or otherwise held by either which any property or asset of the Companies which, any Stockholder is bound or affected. No Company is in violation of any such case described in clauses (a) through (d), could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCharter Document.

No Violations or Consents. The Except as set forth on Schedule 6.5, the execution, delivery and ------------------------- performance of this Agreement by the Companies Company and the consummation by them of the transactions contemplated hereby will not (ai) violate or conflict with any provision of any law specifically applicable to their business charter or by which bylaws of the Company or any property or asset of theirs is boundSubsidiary, (bii) require the consent, waiver, approval, license or authorization of or any filing by them the Company or any Subsidiary with any third party or public authority (other than (ia) if necessary, the filing of a pre-merger premerger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act, (b) in connection with or in compliance with the provisions of the Exchange Act, the Securities Act, the Communications Act of 1976, as amended (or the "HSR Actblue sky" or ") and applicable U.K./EEC antitrust statutespublic utility" laws of various states, and (iic) any other filings and approvals expressly contemplated by this Agreement), (ciii) violate, conflict with, 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 any Encumbrance a lien or other encumbrance on any property or asset of theirs the Company or any Subsidiary pursuant to any provision of any charter or by-law, indenture, mortgageMaterial Contract (as 13 14 defined below), lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation judgment or decree to which either of the Companies are any such party is subject or by which either the Company or its respective properties any Subsidiary or any of their property or assets are is bound, or (div) result in a loss violate or adverse modification of conflict with any licenselaw, rule, regulation, permit, certificate, franchise ordinance or contract granted regulation applicable to the Company or otherwise held any Subsidiary or by either which any property or asset of the Companies whichCompany or any Subsidiary is bound or affected except, in any such case described each of the instances set forth in clauses items (ai) through (d)iv) above, could reasonably be expected where failure to havegive such notice, individually make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, would not have a Company Material Adverse Effect.

No Violations or Consents. The execution, delivery and ------------------------- performance of this Agreement by the Companies Acquiror and Merger Sub and the consummation by them of the transactions contemplated hereby hereby, will not (ai) violate or conflict with any provision of any law specifically applicable to their business charter or by which any property bylaws of the Acquiror or asset of theirs is boundMerger Sub, (bii) require the consent, waiver, approval, license or authorization of or any filing by them the Acquiror or Merger Sub with any public authority (authority, other than (ia) if necessaryin connection with or in compliance with the provisions of the Exchange Act, the filing Securities Act, the Telecommunications Act and the rules and regulations arising thereunder, the rules and regulations of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976The Nasdaq Stock Market, as amended (Florida Law or the "HSR Acttakeover") and applicable U.K./EEC antitrust statutes, "blue sky" or "public utilities" laws of various states and (iib) any other filings and approvals expressly contemplated by this Agreement), (ciii) violate, conflict with, 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 any Encumbrance a Lien on any property or asset of theirs the Acquiror pursuant to any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation judgment or decree to which either of the Companies are Acquiror or Merger Sub is subject or by which either Company the Acquiror or its respective properties Merger Sub or any of their property or assets are bound, or (div) result violate or conflict with any Law applicable to the Acquiror or Merger Sub or by which any of their property or assets are bound or affected except, in a loss or adverse modification of any license, permit, certificate, franchise or contract granted to or otherwise held by either each of the Companies which, instances set forth in any such case described in clauses items (ai) through (d)iv) above, could reasonably be expected where failure to havegive such notice, individually make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, a Company would not have an Acquiror Material Adverse Effect.

No Violations or Consents. The Except as set forth on Schedule 5.4 hereto, the execution, delivery and ------------------------- performance of this Agreement by the Companies Company and by the Shareholder and the consummation by them such parties of the transactions contemplated hereby will not (a) violate or conflict with any provision of any law specifically law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to their business the Company or by which any property or asset of theirs is boundto the Shareholder, (b) require the consent, waiver, approval, license approval or authorization of or any filing by them the Company or by the Shareholder 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)person or governmental authority, (c) violate, conflict withresult (with or without notice or the passage of time, result or both) in a breach of of, or give rise to the acceleration of right to terminate, accelerate or cancel any obligation under, or require the payment of any fee, or constitute a default (with or an event which with without notice or the lapse passage of time time, or both would become both) a default) default under, any of the terms or give provisions of the Certificate of Incorporation or Bylaws of the Company or any indenture, mortgage, lien, Contract, as defined below, order, judgment, ordinance, regulation, decree or other agreement or instrument to others which the Company or the Shareholder is subject or bound which would have, individually or in the aggregate, a Material Adverse Effect or interfere in any right of terminationmaterial respect with the Company's or the Shareholder's ability to consummate the transactions contemplated by this Agreement, amendment, acceleration or cancellation of, or (d) result in the creation of any Encumbrance on upon any of the property of the Company which would have, individually or asset of theirs pursuant to any provision in the aggregate, a Material Adverse Effect, (e) result in the creation of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which either Encumbrance upon any of the Companies are subject or by which either Company or its respective properties or assets are bound, Shares or (df) result in a loss or adverse modification of any license, permit, certificate, franchise franchise, Contract or contract other right granted to or otherwise held by either of the Companies whichCompany, in any such case described in clauses (a) through (d), could reasonably be expected to which loss or modification would have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor the Shareholder has, in connection with this Agreement, (x) obtained any waiver, supplement, modification or amendment of the terms or provisions of any indenture, mortgage, lien, lease, agreement, Contract, instrument, order, judgment, ordinance, regulation or decree to which the Company or the Shareholder is subject or bound or (y) entered into any understanding or agreement with respect thereto.

No Violations or Consents. The Except as set forth on SCHEDULE 5.5, the execution, delivery and ------------------------- performance of this Agreement by the Companies Company and the consummation by them it of the transactions contemplated hereby will not (ai) violate or conflict with any provision of any law specifically applicable to their business charter or by which by-laws of the Company or any property or asset of theirs is boundSubsidiary, (bii) require the consent, waiver, approval, license or authorization of or any filing by them the Company or any Subsidiary with any third party or public authority (other than (ia) if necessary, the filing of a pre-merger premerger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act, (b) in connection with or in compliance with the provisions of the Exchange Act, the Securities Act, the General Corporation Law, the Communications Act of 1976, as amended (or the "HSR Acttakeover" or ") and applicable U.K./EEC antitrust statutesblue sky" or "public utility" laws of various states, and (iic) and any other filings and approvals expressly contemplated by this Agreement, including, without limitation, those with the BCSC and the VSE), (ciii) violate, conflict with, 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 any Encumbrance a lien or other encumbrance on any property or asset of theirs the Company or any Subsidiary pursuant to any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgmentjudgment or decree to which the Company or any Subsidiary is subject or by which the Company or any Subsidiary or any of their property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance, regulation or decree applicable to which either of the Companies are subject Company or any Subsidiary or by which either Company any property or its respective properties or assets are bound, or (d) result in a loss or adverse modification asset of any license, permit, certificate, franchise or contract granted to or otherwise held by either of the Companies whichthem is bound or affected except, in any such case described each of the instances set forth in clauses items (ai) through (d)iv) above, could reasonably be expected where failure to havegive such notice, individually make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, would not have a Company Material Adverse Effect.

No Violations or Consents. The execution, delivery and ------------------------- performance of this Agreement by each of the Companies Acquiror and Newco and the consummation by each of them of the transactions contemplated hereby hereby, will not (ai) violate or conflict with any provision of any law specifically applicable to their business charter or by which any property by-laws of the Acquiror or asset of theirs is boundNewco, (bii) require the consent, waiver, approval, license or authorization of or any filing by them the Acquiror or Newco with any public authority (authority, other than (ia) if necessary, the filing of a pre-merger notification report under the The Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (b) and applicable U.K./EEC antitrust statutesin connection with or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Communications Act of 1934, as amended (the "Communications Act"), the General Corporation Law or the "takeover" or "blue sky" laws of various states and (iic) any other filings and approvals expressly contemplated by this Agreement), (ciii) violate, conflict with, 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 any Encumbrance a lien or other encumbrance on any property or asset of theirs the Acquiror or Newco pursuant to any provision of any charter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation judgment or decree to which either of the Companies are Acquiror or Newco is subject or by which either Company the Acquiror or its respective properties Newco or any of their property or assets are is bound, or (div) result in a loss violate or adverse modification of conflict with any licenselaw, rule, regulation, permit, certificate, franchise ordinance or contract granted decree applicable to the Acquiror or otherwise held Newco or by which any property or asset of either of the Companies whichthem is bound or affected except, in any such case described each of the instances set forth in clauses items (ai) through (d)iv) above, could reasonably be expected where failure to havegive such notice, individually make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, a Company would not have an Acquiror Material Adverse Effect, as defined below.

No Violations or Consents. The executionExcept as set forth on Schedule 5.18, delivery and ------------------------- performance the execution of this Agreement and the performance by each Company and the Companies Stockholders of their obligations hereunder and the consummation by them each Company and the Stockholders of the transactions contemplated hereby will not (ai) violate result in any violation or conflict with breach of, or constitute a default under, any provision of any law specifically applicable to their business the terms or by which any property provisions of the Charter Documents or asset of theirs is bound, (bii) require the consent, waiver, approval, license or authorization waiver of or any filing by them with or notice to, any public authority other Person (other than (ia) if necessary, in connection with or in compliance with the filing provisions of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "HSR Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Communications Act of 1934, as amended (the "Telecommunications Act") and applicable U.K./EEC antitrust statutesor the "blue sky" or "public utility" laws of various states, and (iib) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (ciii) violate, conflict with, 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 any Encumbrance a Lien on any property or asset of theirs any Stockholder pursuant to any provision of any charter or by-law, indenture, mortgagecontract to which any Stockholder is bound, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation judgment or decree to which either of the Companies are such party is subject or by which either Company any Stockholder or its respective properties any of his property or assets are is bound, or (div) result in a loss violate or adverse modification of conflict with any licenselaw, rule, regulation, permit, certificate, franchise ordinance or contract granted regulation applicable to any Stockholder or otherwise held by either which any property or asset of the Companies which, any Stockholder is bound or affected. No Company is in violation of any such case described in clauses (a) through (d), could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCharter Document.