Required Filings and Consents; No Conflict. (a) No notices to, consents or approvals of, waivers, permits, Orders or authorizations from or filings, declarations or registrations with, any Governmental Authority are required to be made by Parent or Merger Sub in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the Transactions, except for (i) as required under the HSR Act, the Securities Act or the Exchange Act, (ii) executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (iii) any such notice, consent, approval, waiver, permit, Order, authorization, filing, declaration or registration, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Parent, Merger Sub, or any of their respective Subsidiaries is subject to any “prior approval” requirement or agreement with the FTC or DOJ that would be applicable to the Transactions.
(b) Subject to the making of the notices, filings, declarations and registrations and receipt of the consents, approvals, waivers, permits, Orders and authorizations and the expiration of any related waiting periods referred to in Section 5.3(a), the execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the Transactions does not and will not (i) conflict with, result in a breach or violation of, or a default under, or right of termination or acceleration in respect of any (A) applicable Law, Order or Governmental Authorization or (B) Contract to which Parent or Merger Sub is a party or by which it or any of its assets or properties is otherwise bound, except in the foregoing clauses (A) and (B), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) conflict with or result in a breach or violation of, or a default under, the Constitutive Documents of Parent or Merger Sub.
Required Filings and Consents; No Conflict. The Buyer is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement, except as may be required by applicable securities laws.
Required Filings and Consents; No Conflict. The execution, delivery and consummation of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate (i) any law, regulation, judgment, order or decree binding upon the Seller or (ii) any provision of its Certificate of Incorporation or By-laws or similar governing documents, or (b) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any Lien upon any properties or assets of the Seller (including the Shares) pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which the Seller is a party or which is or purports to be binding upon the Seller or by which any of its properties are bound.
Required Filings and Consents; No Conflict. Except for applicable requirements of the Securities and Exchange Act of 1934, as amended, (the "Exchange Act") and the Securities Act, the Company is not required to submit any notice, report or other filing with any governmental authority in connection with the execution, delivery or performance of this
Required Filings and Consents; No Conflict. Neither Seller is required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement.
Required Filings and Consents; No Conflict. No Seller is required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement.
Required Filings and Consents; No Conflict. Millennium is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Millennium and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon Millennium, (b) conflict with or violate any provision of the articles of incorporation or by-laws of Millennium, or (c) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of Millennium pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which Millennium is a party or which is or purports to be binding upon Millennium or by which any of its properties are bound, except for conflicts, breaches, defaults, events of default or impositions that would not have a Millennium Material Adverse Effect. The execution, delivery and performance of this Agreement by Millennium and the consummation of the transactions contemplated hereby will not result in the loss of any license, franchise, legal privilege or permit possessed by Millennium or give a right of termination to any party to any agreement or other instrument to which Millennium is a party or by which any of its properties are bound, except for losses or rights of termination that would not have a Millennium Material Adverse Effect.
Required Filings and Consents; No Conflict. To the best of Seller's knowledge, Purple Demon and/or the Sellers are not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by the Seller's and the consummation of the transactions contemplated hereby and thereby do not and will not, to the best of Seller's knowledge (a) conflict with or violate any law, regulation, judgment, order or decree binding upon Purple Demon, (b) conflict with or violate any provision of its charter or Bylaws, or (c) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of Purple Demon pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which Purple Demon is a party or which is or purports to be binding upon Purple Demon or by which any of its properties are bound. The execution, delivery and performance of this Agreement by Purple Demon and the Seller's and the consummation of the transactions contemplated hereby and thereby will not result in the loss of any license, franchise, legal privilege or permit possessed by Purple Demon or give a right of termination to any party to any agreement or other instrument to which Purple Demon is a party or by which any of its properties are bound.
Required Filings and Consents; No Conflict. Such Seller is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance of this Agreement or the Employment Agreement to which such Seller is a party. The execution, delivery and performance of this Agreement, and the Employment Agreement to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon such Seller, or (b) except as set forth on Schedule 3.2 hereto, conflict with or result in a breach of any condition or provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of such Seller pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which such Seller is a party or which is or purports to be binding upon such Seller or by which any of his properties are bound. The execution, delivery and performance of this Agreement, and the Employment Agreement to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby will not result in the loss of any license, franchise, legal privilege or permit possessed by such Seller or give a right of termination to any party to any agreement or other instrument to which such Seller is a party or by which any of his properties are bound.
Required Filings and Consents; No Conflict. Except as disclosed on Schedule 3.5, none of the Call America Companies is required to submit any notice, report or other filing with any Regulatory Authority in connection with the execution, delivery or performance of this Agreement, except any filings that may be required under the CGL, the DGCL and Canadian Federal law and FCC, state utility and telecommunication regulations, or where failure to so file would not have a Material Adverse Effect on the Call America Companies taken as a whole. The execution, delivery and performance of this Agreement by each of the Call America Companies and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any law, regulation, judgment, order or decree binding upon any of the Call America Companies, (b) conflict with or violate any provision of its respective charter or Bylaws, or (c) except as disclosed in Schedule 3.5 hereto, conflict with or result in a breach of any condition or provision of, or constitute a Default under, or result in the creation or imposition of any Lien upon any properties or assets of any of the Call America Companies pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any Contract to which any of the Call America Companies is a party or which is binding upon any of the Call America Companies or by which any of its properties are bound, except where such conflict, violation, breach or default would not have a Material Adverse Effect on the Call America Companies taken as a whole. The execution, delivery and performance of this Agreement by each of the Call America Companies and the consummation of the transactions contemplated hereby will not result in the loss of any Permit possessed by any of the Call America Companies or give a right of termination to any party to any agreement or other instrument to which any of the Call America Companies is a party or by which any of its properties are bound except where such loss or right would not have a Material Adverse Effect on the Call America Companies taken as a whole.
