No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member and the Shareholders of this Agreement and each of the Related Agreements to which they are, respectively, a party, and the consummation of the transactions contemplated hereby and thereby by each of the Business Contribution Member and the Shareholders will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Business Contribution Member, (b) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member and/or any of the Shareholders are a party, or (d) violate any law applicable to the Business Contribution Member or any of the Shareholders or by which any of the Assets is bound.
Appears in 5 contracts
Samples: Business Contribution Agreement (Dispatch Management Services Corp), Business Contribution Agreement (Dispatch Management Services Corp), Operating Agreement (Dispatch Management Services Corp)
No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member and the Shareholders Members of this Agreement and each of the Related Agreements to which they are, respectively, a party, and the consummation of the transactions contemplated hereby and thereby by each of the Business Contribution Member and the Shareholders Members will not (a) conflict with or violate any provision of the articles Articles of Organization or certificate of incorporation or by-laws Operating Agreement of the Business Contribution Member, (b) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member and/or any of the Shareholders Members are a party, or (d) violate any law applicable to the Business Contribution Member or any of the Shareholders Members or by which any of the Assets is bound.
Appears in 3 contracts
Samples: Membership Interest Agreement (Dispatch Management Services Corp), Business Contribution Agreement (Dispatch Management Services Corp), Dispatch Management Agreement (Dispatch Management Services Corp)
No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member and the Shareholders Shareholder of this Agreement and each of the Related Agreements to which they are, respectively, a party, and the consummation of the transactions contemplated hereby and thereby by each of the Business Contribution Member and the Shareholders Shareholder will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Business Contribution Member, (b) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (c) result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member and/or any of the Shareholders are Shareholder is a party, or (d) violate any law applicable to the Business Contribution Member or any of the Shareholders Shareholder or by which any of the Assets is bound.
Appears in 1 contract
Samples: Operating Agreement (Dispatch Management Services Corp)
No Violations Resulting From Transactions. The execution and delivery by the Business Contribution Member and the Shareholders of this Agreement and each of the Related Agreements to which they are, respectively, a party, and the consummation of the transactions contemplated hereby and thereby by each of the Business Contribution Member and the Shareholders will not (a) conflict with or violate any provision of the articles or certificate of incorporation or by-laws of the Business Contribution Member, (b) except as set forth in Exhibit E, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any third party, (c) except as set forth in Exhibit E, result in or constitute a default, or require any consent or approval of or notice to any person or entity, or result in the creation of an Encumbrance, under or pursuant to (i) any of the Contracts, or (ii) any other material agreements to which the Business Contribution Member and/or any of the Shareholders are a party, or (d) violate any law applicable to the Business Contribution Member or any of the Shareholders or by which any of the Assets is bound.
Appears in 1 contract
Samples: Operating Agreement (Dispatch Management Services Corp)
