Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement nor the consummation of the Transactions will (a) conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent or the approval of its board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained), except in each case, where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related Agreements. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating any of the Transactions or performing its obligations under any of the Related Agreements.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Triton Management Co Inc), Preferred Stock Repurchase and Issuance Agreement (Triton PCS Holdings Inc), Preferred Stock Repurchase and Issuance Agreement (Triton PCS Inc)
Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it the Company of this Agreement nor the consummation of the Transactions will (a) conflict with, or result in a breach or violation of, any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a LienLien on its assets, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License Law, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent on its part, other than those set forth on Exhibit 6.2 or the approval of its board Board of directors, general partner, stockholders or similar constituent bodies, as the case may be (which approvals have been obtained)Directors, except in each case, the case of clauses (a) and (b) where such breach, violation, default, Lien, right, Lien or the failure to obtain or give such Consent right would not have a Company Material Adverse Effect on it or materially adversely affect the Transactions or its ability to perform its obligations under the Related AgreementsEffect. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating any of the Transactions or performing its obligations under any this Agreement or disqualify the Company from obtaining the Consents (including the Consent of the Related AgreementsFCC) required in order to consummate the License Transfer as provided for in this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Triton Management Co Inc), Asset Purchase Agreement (Triton PCS Holdings Inc)
Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it the Company of this Agreement Agreement, nor the consummation of the Transactions will (a) conflict with, or result in a breach or violation of, any provision of its the Company’s organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License License, or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it the Company or any of its assets; or (c) require any Consent on the part of the Company or the approval of its board the Company’s Board of directors, general partner, stockholders or similar constituent bodies, as the case may be Directors (which approvals have approval has been obtained), except in each case, the case of (b) or (c) where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions Transactions, or its ability to perform its obligations under the Related Agreementsthis Agreement. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating any of the Transactions or performing its obligations under any of this Agreement or disqualify the Related AgreementsCompany from obtaining the Consents (including without limitation, FCC Consent) required in order to consummate the License Transfer as provided for in this Agreement.
Appears in 1 contract
Consents; No Conflicts. Neither the execution, delivery and ---------------------- performance by it of this Agreement and any Related Agreement to which it is a party nor the consummation of the Transactions will (a) conflict with, or result in a breach or violation of, ; any provision of its organizational documents; (b) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment or acceleration, under (i) any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its assets; or (c) require any Consent consent or the approval of its board Board of directors, general partner, Directors or its stockholders or similar constituent bodies, as the case may be (which approvals have approval has been obtained), except in each case, case where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent consent would not have a Material Adverse Effect on it or materially adversely affect the Transactions or Transactions, its ability to perform its obligations under this Agreement or any Related Agreement or the Related Agreementsoperation of its business after the Closing Date. To its knowledge, there is no fact relating to it or its Affiliates that would be reasonably expected to prevent it from consummating any of the Transactions or performing its obligations under this Agreement or any of the Related AgreementsAgreement.
Appears in 1 contract
Sources: Plan of Reorganization and Agreement of Merger (Sullivan Thomas H)