Common use of No Violations or Consents Clause in Contracts

No Violations or Consents. Except as set forth on Schedule 5.18, the execution of this Agreement and the performance by each Company and the Stockholders of their obligations hereunder and the consummation by each Company and the Stockholders of the transactions contemplated hereby will not (i) result in any violation or breach of, or constitute a default under, any of the terms or provisions of the Charter Documents or (ii) require the consent, approval, waiver of any filing with or notice to, any other Person (other than (a) 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 "Telecommunications Act") or the "blue sky" or "public utility" laws of various states, and (b) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) 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 on any property or asset of any Stockholder pursuant to any provision of any contract to which any Stockholder is bound, lien, order, judgment or decree to which such party is subject or by which any Stockholder or any of his property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation applicable to any Stockholder or by which any property or asset of any Stockholder is bound or affected. No Company is in violation of any Charter Document.

No Violations or Consents. Except as set forth on Schedule 5.18The execution, the execution delivery and performance of this Agreement and the performance by each Company of the Acquiror and the Stockholders of their obligations hereunder Newco and the consummation by each Company and the Stockholders of them of the transactions contemplated hereby hereby, will not (i) result in violate or conflict with any violation provision of any charter or breach of, or constitute a default under, any by-laws of the terms Acquiror or provisions of the Charter Documents or Newco, (ii) require the consent, waiver, approval, waiver license or authorization of or any filing by the Acquiror or Newco with or notice toany public authority, any other Person (other than (a) the filing of a pre-merger notification report under The ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as 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 "Telecommunications Communications Act") ), the General Corporation Law or the "takeover" or "blue sky" or "public utility" laws of various states, states and (bc) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) 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 lien or other encumbrance on any property or asset of any Stockholder the Acquiror or Newco pursuant to any provision of any contract to which any Stockholder is boundindenture, mortgage, lien, lease, agreement, instrument, order, judgment or decree to which such party the Acquiror or Newco is subject or by which any Stockholder the Acquiror or Newco or any of his their property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation decree applicable to any Stockholder the Acquiror or Newco or by which any property or asset of any Stockholder either of them is bound or affected. No Company is affected except, in violation each of any Charter Documentthe instances set forth in items (i) through (iv) above, where failure to give such notice, make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, would not have an Acquiror Material Adverse Effect, as defined below.

No Violations or Consents. Except as set forth on Schedule 5.18The execution, the execution delivery and ------------------------- performance of this Agreement and the performance by each Company and the Stockholders of their obligations hereunder Buyer and the consummation by each Company and the Stockholders it of the transactions contemplated hereby will not (ia) result in violate or conflict with any violation provision of any law specifically applicable to Buyer or breach ofby which any property or asset of it is bound, or constitute a default under, any of the terms or provisions of the Charter Documents or (iib) require the consent, waiver, approval, waiver license or authorization of or any filing by Buyer with or notice to, any other Person public authority (other than (ai) if necessary, the filing of a pre-merger notification report under the 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 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act")including without limitation, the Communications Act filing of 1934, the Proxy Statement (as amended (the "Telecommunications Act") or the "blue sky" or "public utility" laws of various statesdefined in Section 6.4(b), and (biii) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iiic) violate, conflict with or 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 a Lien any Encumbrance on any property or asset of any Stockholder Buyer pursuant to any provision of any contract to which any Stockholder is boundcharter or by-law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment judgment, ordinance, regulation or decree to which such party Buyer is subject or by which any Stockholder Buyer or any of his its property or assets is bound, or (ivd) violate result in a loss or conflict with adverse modification of any law, rule, regulationlicense, permit, ordinance certificate, franchise or regulation applicable contract granted to or otherwise held by Buyer which, in any Stockholder such case described in clauses (a) through (d), could reasonably be expected to have, individually or by which any property or asset of any Stockholder is bound or affected. No Company is in violation of any Charter Documentthe aggregate, a Buyer Material Adverse Effect.

No Violations or Consents. Except as set forth on Schedule 5.186.5, the execution execution, delivery and performance of this Agreement and by the performance by each Company and the Stockholders of their obligations hereunder and the consummation by each Company and the Stockholders of the transactions contemplated hereby will not (i) result in violate or conflict with any violation provision of any charter or breach of, or constitute a default under, any bylaws of the terms Company or provisions of the Charter Documents or any Subsidiary, (ii) require the consent, waiver, approval, waiver license or authorization of or any filing by the Company or any Subsidiary with any third party or notice to, any other Person public authority (other than (a) the filing of a premerger notification report under 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 "Telecommunications Act") or the "blue sky" or "public utility" laws of various states, and (bc) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) 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 lien or other encumbrance on any property or asset of the Company or any Stockholder Subsidiary pursuant to any provision of any contract to which any Stockholder is boundMaterial Contract (as 13 14 defined below), lien, order, judgment or decree to which any such party is subject or by which the Company or any Stockholder Subsidiary or any of his their property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation applicable to the Company or any Stockholder Subsidiary or by which any property or asset of the Company or any Stockholder Subsidiary is bound or affected. No affected except, in each of the instances set forth in items (i) through (iv) above, where failure to give such notice, 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 is in violation of any Charter DocumentMaterial Adverse Effect.

No Violations or Consents. Except as set forth on Schedule 5.18The execution, the execution delivery and performance of this Agreement by the Acquiror and the performance by each Company and the Stockholders of their obligations hereunder Merger Sub and the consummation by each Company and the Stockholders of the transactions contemplated hereby hereby, will not (i) result in violate or conflict with any violation provision of any charter or breach of, or constitute a default under, any bylaws of the terms Acquiror or provisions of the Charter Documents or Merger Sub, (ii) require the consent, waiver, approval, waiver license or authorization of or any filing by the Acquiror or Merger Sub with or notice toany public authority, any other Person (other than (a) in connection with or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act, the Telecommunications Act and the rules and regulations arising thereunder, the rules and regulations of 1933The Nasdaq Stock Market, as amended (Florida Law or the "Securities Acttakeover"), the Communications Act of 1934, as amended (the "Telecommunications Act") or the "blue sky" or "public utilityutilities" laws of various states, states and (b) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) 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 on any property or asset of any Stockholder the Acquiror pursuant to any provision of any contract to which any Stockholder is boundindenture, mortgage, lien, lease, agreement, instrument, order, judgment or decree to which such party the Acquiror or Merger Sub is subject or by which any Stockholder the Acquiror or Merger Sub or any of his their property or assets is are bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation Law applicable to any Stockholder the Acquiror or Merger Sub or by which any of their property or asset of any Stockholder is assets are bound or affected. No Company is affected except, in violation each of any Charter Documentthe instances set forth in items (i) through (iv) above, where failure to give such notice, make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, would not have an Acquiror Material Adverse Effect.

No Violations or Consents. Except as set forth on Schedule 5.18The execution, the execution delivery and performance of this Agreement and the performance by each Company of the Acquiror and the Stockholders of their obligations hereunder Newco and the consummation by each Company and the Stockholders of them of the transactions contemplated hereby hereby, will 8 9 not (i) result in violate or conflict with any violation provision of any charter or breach of, or constitute a default under, any bylaws of the terms Acquiror or provisions of the Charter Documents or Newco, (ii) require the consent, waiver, approval, waiver license or authorization of or any filing by the Acquiror or Newco with or notice toany public authority, any other Person (other than (a) the filing of a pre-merger notification report under The Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as 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 "Telecommunications Communications Act") and the 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 utilityutilities" laws of various states, states and (bc) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) 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 lien or other encumbrance on any property or asset of any Stockholder the Acquiror or Newco pursuant to any provision of any contract to which any Stockholder is boundindenture, mortgage, lien, lease, agreement, instrument, order, judgment or decree to which such party the Acquiror or Newco is subject or by which any Stockholder the Acquiror or Newco or any of his their property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation decree applicable to any Stockholder the Acquiror or Newco or by which any property or asset of any Stockholder either of them is bound or affected. No Company is affected except, in violation each of any Charter Documentthe instances set forth in items (i) through (iv) above, where failure to give such notice, make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, would not have an Acquiror Material Adverse Effect.

No Violations or Consents. Except as set forth on Schedule 5.18SCHEDULE 5.5, the execution execution, delivery and performance of this Agreement and by the performance by each Company and the Stockholders of their obligations hereunder and the consummation by each Company and the Stockholders it of the transactions contemplated hereby will not (i) result in violate or conflict with any violation provision of any charter or breach of, or constitute a default under, any by-laws of the terms Company or provisions of the Charter Documents or any Subsidiary, (ii) require the consent, waiver, approval, waiver license or authorization of or any filing by the Company or any Subsidiary with any third party or notice to, any other Person public authority (other than (a) the filing of a premerger notification report under 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 1933Act, as amended (the "Securities Act")General Corporation Law, the Communications Act of 1934, as amended (or the "Telecommunications Act") takeover" or the "blue sky" or "public utility" laws of various states, and (bc) and any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement, including, without limitation, those with the BCSC and the VSE), (iii) 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 lien or other encumbrance on any property or asset of the Company or any Stockholder Subsidiary pursuant to any provision of any contract to which any Stockholder is boundindenture, mortgage, lien, lease, agreement, instrument, order, judgment or decree to which such party the Company or any Subsidiary is subject or by which the Company or any Stockholder Subsidiary or any of his their property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance ordinance, regulation or regulation decree applicable to the Company or any Stockholder Subsidiary or by which any property or asset of any Stockholder either of them is bound or affected. No affected except, in each of the instances set forth in items (i) through (iv) above, where failure to give such notice, 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 is in violation of any Charter DocumentMaterial Adverse Effect.

No Violations or Consents. Except as set forth on Schedule 5.18The execution, the execution delivery and performance of this Agreement and by the performance by each Company and the Stockholders of their obligations hereunder Acquiror and the consummation by each Company and the Stockholders of the transactions contemplated hereby hereby, will not (i) result in violate or conflict with any violation provision of any charter or breach of, or constitute a default under, any bylaws of the terms or provisions of the Charter Documents or Acquiror, (ii) require the consent, waiver, approval, waiver license or authorization of or any filing by the Acquiror with or notice toany public authority, any other Person (other than (a) in connection with or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act, the Telecommunications Act and the rules and regulations arising thereunder, the rules and regulations of 1933The Nasdaq Stock Market, as amended (Florida Law or the "Securities Acttakeover"), the Communications Act of 1934, as amended (the "Telecommunications Act") or the "blue sky" or "public utilityutilities" laws of various states, states and (b) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) 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 on any property or asset of any Stockholder the Acquiror pursuant to any provision of any contract to which any Stockholder is boundindenture, mortgage, lien, lease, agreement, instrument, order, judgment or decree to which such party the Acquiror is subject or by which any Stockholder the Acquiror or any of his its property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation Law applicable to any Stockholder the Acquiror or by which any of its property or asset of any Stockholder assets is bound or affected. No Company is affected except, in violation each of any Charter Documentthe instances set forth in items (i) through (iv) above, where failure to give such notice, make such filings, or obtain such authorizations, consents or approvals, or where such violations, conflicts, breaches or defaults, in the aggregate, would not have an Acquiror Material Adverse Effect.

No Violations or Consents. Except as set forth on Schedule 5.18, the execution of this Agreement and the performance by each the Company and the Stockholders of their obligations hereunder and the consummation by each the Company and the Stockholders of the transactions contemplated hereby will not (i) result in any violation or breach of, or constitute a default under, any of the terms or provisions of the Charter Documents or (ii) require the consent, approval, waiver of any filing with or notice to, any other Person (other than (a) 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 "Telecommunications Act") or the "blue sky" or "public utility" laws of various states, and (b) any consents required under the Material Contracts or other filings and approvals expressly contemplated by this Agreement), (iii) 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 on any property or asset of any Stockholder pursuant to any provision of any contract to which any Stockholder is bound, lien, order, judgment or decree to which such party is subject or by which any Stockholder or any of his property or assets is bound, or (iv) violate or conflict with any law, rule, regulation, permit, ordinance or regulation applicable to any Stockholder or by which any property or asset of any Stockholder is bound or affected. No Company is in violation of any Charter Document.