No Approvals or Notices Required Sample Clauses
No Approvals or Notices Required. The execution and delivery by Liberty of this Agreement do not and the performance by Liberty of its obligations hereunder and the consummation of the transactions contemplated hereby will not:
(i) conflict with or violate the certificate of incorporation or bylaws of Parent or Liberty as in effect on the date hereof;
(ii) require any consent, approval, order or authorization of or other action by, or any registration, qualification, declaration or filing with or notice to, any Governmental Entity, with respect to Liberty, except (A) the filing by Parent of the S-4 Registration Statement, (B) the filing with the Commission of such reports under Sections 13(a) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such consents and filings as may be required in connection with the issuance of Class A Liberty Group Stock as contemplated hereby pursuant to state securities and blue sky laws, and any other Governmental Consents and Filings required with foreign, state and local Governmental Entities with respect to any Licenses of Parent or any of its Affiliates or as may otherwise be required under any laws applicable to the conduct of the business of Parent and its Affiliates; (E) all filings required to be made pursuant to the pre-merger notification requirements of the ▇▇▇▇-▇▇▇▇▇ Act; (F) the filing by the Company of the Proxy Statement and all other Government Consents and Filings required to be filed by or on behalf of the Company or any of its Affiliates; and (G) any other filings the absence of which would not, individually or in the aggregate, result in a Parent Material Adverse Effect;
(iii) conflict with or result in any Violation of, any Contract to which Liberty or any Liberty Affiliate is a party, other than any Violations that would not, individually or in the aggregate, result in a Liberty Material Adverse Effect; or
(iv) assuming approval and adoption of the Merger and this Agreement by Parent as sole stockholder of Merger Sub and assuming that the Governmental Consents and Filings specified in clauses (A) through (F) of Section 6.6(ii) are obtained, made and given, result in a Violation of any law, rule, regulation, order, judgment or decree applicable to Liberty, other than any such Violations that would not, individually or in the aggregate, result in a Liberty Material A...
No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company, or (b) require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person").
No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to Purchaser, or (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person.
No Approvals or Notices Required. NO CONFLICTS The execution, delivery and performance of this Agreement and the other Transaction Documents by the Selling Shareholder, and the consummation of the transactions contemplated hereby and thereby, will not (a) require any consent, approval or authorization of, or declaration, filing or registration with, any Person that has not been obtained or made at or prior to the Closing, (b) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, or (c) result in the creation of any lien or encumbrance upon the Shares or other securities of the Company.
No Approvals or Notices Required. No Conflict with Instruments. -------------------------------------------------------------- The execution, delivery and performance by such party of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of, the charter or bylaws of such party, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its assets are bound, or any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over it or its properties.
No Approvals or Notices Required. No Conflict with Instruments. The consummation of such Exchange will not:
(a) if applicable, conflict with or violate such holder's (or its Group members') organizational documents;
(b) require any Governmental Consent or Governmental Filing, in each case on the part of or with respect to each of such holder or any member of its Group, other than (i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby;
(c) require, on the part of such holder or any member of its Group any Contract Consent or Contract Notice (in each case, applying such terms to such Group), other than (i) such as have been obtained or made or (ii) the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby;
(d) conflict with or result in any Violation of any Contract to which such holder or any member of its Group is a party, or by which such holder or any of its Group, or any of its respective assets or properties are bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; or
(e) result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to such holder or any member of its Group or by which any of its respective properties or assets are bound, except for such Violations which would not, either individually or in the aggregate, have a material adverse effect on such Exchange or otherwise with respect to the transactions contemplated hereby; provided that any such representation pursuant to this Section 6.2 by a holder in connection with an Agreement to Transfer shall take into account the transactions contemplated to occur with such Transferee.
No Approvals or Notices Required. No Conflict with Instruments to which Christiana is a Party. The execution and delivery of this Agreement and the Other Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Christiana, Logistic, C2 or any of their subsidiaries under, any provision of (i) the Christiana Certificate or bylaws of Christiana, the Certificate of Organization or operating agreement of Logistic or the Articles of Incorporation or bylaws of C2, or any provision of the comparable organizational documents of its subsidiaries, (ii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Christiana or its properties or assets, (iii) except as set forth in Section 2.2(d) of the Christiana Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease, guaranty or other financial assurance agreement or other agreement, instrument, permit, concession, franchise or license applicable to Logistic or any other Christiana Subsidiary, or their respective properties or assets and (iv) subject to governmental filing and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to Christiana, Logistic or C2 or any of their subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not have a Christiana MAE. No consent, approval, order or authorization of, ▇▇ ▇▇▇▇stration, declaration or filing with, any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including local authorities (a "Governmental Entity"), is required by or with respect to Christiana, Logistic or C2 or any of their subsidiaries in connecti...
No Approvals or Notices Required. NO CONFLICTS WITH INSTRUMENTS Except as listed on Schedule 3.3 and except where a violation would not have a material adverse effect on WVB and the WVB Affiliates, taken as a whole, the execution, delivery and performance of this Agreement by WVB and the consummation of the transactions contemplated hereby, including, but not limited to, the transfer of control of the Persons holding all SMR rights (which include but are not limited to telephony and interconnect rights as of the date hereof and as of the Closing Date) in Brazil of WVB and the WVB Affiliates, do not and will not (a) violate the corporate charter or other organizational documents of the Founders, WVB or the WVB Affiliates, (b) constitute a violation (with or without the giving of notice or lapse of time, or both) of any law, rule, regulation, judgment, injunction, order or decree applicable to the Founders, WVB or the WVB Affiliates, (c) require any consent, approval or authorization of any Person, governmental authority or other organization or entity, (d) result in a default under, an acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, or in any other way materially affect the rights of WVB under, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to which any of the Founders, WVB or the WVB Affiliates are a party or by which the Founders, WVB or the WVB Affiliates are bound or to which the assets (whether real or personal, tangible or intangible) of WVB and the WVB Affiliates (the "Assets") are subject, or (e) result in the creation or imposition of any Lien on any of the Assets. WVB has provided to Nextel true and complete copies of all corporate and organizational documents of WVB and the WVB Affiliates, and there has been no change to any such documents since the date of such certification except as described on Schedule 3.
No Approvals or Notices Required. NO CONFLICTS. The execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company or the Shareholders or RCH Members, as applicable, and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to the Company, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any encumbrance upon the assets of the Company, or upon any Shares or other securities of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or bylaws of the Company, or (f) invalidate or have a material adverse effect any permit, license, authorization or status used in the conduct of the business of the Company.
No Approvals or Notices Required. The execution, delivery, and performance of this Agreement by ADI and DLB and the consummation by ADI and DLB of the transactions contemplated by this Agreement will not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice by ADI or DLB under any provision of law applicable to ADI or DLB except for filings required by the HSR Act, if applicable, and filings on Schedules 13D and 14D-1 of the Exchange Act.