Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not and the consummation of the transactions contemplated to be consummated by it by this Agreement will not, and the execution and delivery by each member of Purchaser Group of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreement will not, conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the properties or assets of any member of Purchaser Group under, any provision of (a) the organizational documents of any member of Purchaser Group, (b) any Contract to which any member of Purchaser Group is a party or by which any of their respective properties or assets is bound, (c) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or other instrument or obligation of any member of the Purchaser Group, or (d) any Judgment or Applicable Law applicable to any member of Purchaser Group or any of their respective properties or assets, other than, in the case of clauses (b), (c) and (d) above, any such conflicts, breaches, defaults or Liens that would not reasonably be expected to have a Purchaser Material Adverse Effect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any member of Purchaser Group in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated to be consummated by it by this Agreement.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery performance by Purchaser of this Agreement do not and the Ancillary Agreements does not, and the consummation of the transactions contemplated to be consummated by it by this Agreement will not, and the execution and delivery by each member of Purchaser Group of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreement Transaction will not, conflict with, or result in any breach violation of or constitute default under, or give rise to a default right of termination, cancellation or acceleration with notice, lapse of time or both, of any right or obligation under, or result in the creation of any Lien upon on any of the assets or properties or assets of any member of Purchaser Group underor its subsidiaries, under any provision of (ai) the articles of organization or by-laws or comparable organizational or governing documents of any member of Purchaser Groupor Purchaser's Significant Subsidiaries, (bii) any material Contract to which Purchaser or any member of Purchaser Group its subsidiaries is a party or by which any of their respective the properties or assets of Purchaser or any of its subsidiaries is bound, bound (c) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or other instrument or obligation of any member of the Purchaser Group, or (diii) any Judgment applicable to Purchaser or any of its subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 4.04(b), any Applicable Law applicable to Purchaser or any member of Purchaser Group its subsidiaries or any of their respective properties or assets, assets other than, in the case of each of clauses (b), (ciii) and (d) aboveiv), any such conflicts, breaches, defaults or Liens items that would not reasonably be expected to have a Purchaser Material Adverse Effect. As of the Closing Date, the execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements and the consummation of the Transaction will not conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration with notice, lapse of time or both, of any right or obligation under, or result in the creation of any Lien on any of the assets or properties of Purchaser or its subsidiaries, under any provision of the articles of organization or by-laws or comparable organizational or governing documents any of Purchaser's subsidiaries. (b) No Consent of, or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to any member of Purchaser Group or its subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated Transaction, other than (i) compliance with and filings under the HSR Act and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, control or competition laws, (ii) those that may be required solely by reason of the participation of Sellers or the Companies or their subsidiaries in the Transaction, (iii) the filing with the SEC of the Proxy Statement and those required to be consummated made by it Purchaser under this Agreement or the Ancillary Agreements or in connection with the Transaction or the performance of Purchaser's obligations under this Agreement or the Ancillary Agreements in each case under the Securities Act or the Exchange Act, and filings and qualifications with the NYSE in respect of the Initial Share Consideration, (iv) those required under any state "blue sky" laws in connection with the issuance or resale of the shares of Common Stock to be issued by this Agreementthe Purchaser hereunder and (v) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not and the consummation of the transactions contemplated to be consummated by it by this Agreement will not, and the execution and delivery by each member of Purchaser Group of each Ancillary Agreement to which it is, or is specified to be, a party will not not, and the consummation of the Acquisition and the other transactions contemplated to be consummated by it by such Ancillary Agreement hereby and thereby will not, not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any member of Purchaser Group its Subsidiaries under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any provision of (ai) the its or any of its Subsidiaries' Certificate of Incorporation, Bylaws or similar organizational documents of any member of Purchaser Groupdocument, (bii) any Contract Contract, note, instrument or financing obligation to which Purchaser or any member of Purchaser Group its Subsidiaries is a party or by which any of their respective properties or assets is bound, (c) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or other instrument or obligation of any member of the Purchaser Group, bound or (diii) any Judgment or or, assuming compliance with the matters referred to in the immediately following sentence, any Applicable Law applicable to any member of Purchaser Group or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (b), (cii) and (diii) above, any such conflicts, breaches, defaults or Liens items that would not reasonably be expected to not, individually or in the aggregate, have a Purchaser Material Adverse EffectEffect on Purchaser or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. No Except as set forth in Schedule 3.04 or in the Purchaser SEC Documents, no Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any member of Purchaser Group its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) the Shareholder Approval and the filing with the U.S. Securities and Exchange Commission (the "SEC") of the Proxy Statement relating thereto, (B) any other required filing with the SEC under the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or any required filing with or notification to the AMEX, (C) those required under any U.S. state securities or "blue sky" laws in connection with the issuance or resale of the Wireless Shares, (D) any foreign governmental and regulatory filings, notices and approvals required to be made or obtained, and (E) those the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect on Purchaser or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated to be consummated by it by this AgreementAgreement and the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution and delivery by Purchaser the Sellers of this Agreement do not and the consummation of the transactions contemplated to be consummated by it by this Agreement will does not, and the execution and delivery by each member of Purchaser Group the Sellers of each the Ancillary Agreement Agreements to which it is, or is specified to be, a party will not not, and the consummation of the Acquisition and the other transactions contemplated to be consummated by it by such Ancillary Agreement hereby and thereby will not, conflict with, or result in any breach violation of or constitute default under, or give rise to a default right of termination, cancellation or acceleration of any obligation under, or result in the creation of any Lien upon any of the assets or properties or assets of any member of Purchaser Group underthe Company, under any provision of (ai) in the organizational documents case of any member each of Purchaser Groupthe Sellers, its certificate of incorporation and by-laws, (bii) any Contract to which any member of Purchaser Group Seller is a party or by which any of their its respective properties or assets is bound, are bound or (ciii) any contractaward, agreementdecision, commitmentinjunction, indenturejudgment, mortgageorder or ruling issued, leasemade or rendered by any court, pledge, note, bond, license, permit, administrative agency or other instrument Governmental Entity or obligation of any member of the Purchaser Grouparbitrator (“Judgment”) or, subject to Section 3.03(b), statute, law, ordinance, rule or regulation (d“Applicable Law”) any Judgment or Applicable Law applicable to any member of Purchaser Group Seller or any of their its respective properties or assets, other than, in the case of clauses (b), (cii) and (diii) above, any such conflicts, breaches, defaults or Liens items that would not reasonably be expected to have a Purchaser Seller Material Adverse Effect. The License Agreement is, as of the date hereof, and will be, as of the Closing Date, in full force and effect. The execution and delivery of this Agreement does not, and the execution and delivery of the Ancillary Agreements will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby (including MPH’s ceasing to own the Interests) will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation under, the License Agreement. (b) No Consent consent, approval, authorization, clearance, exception, waiver or similar affirmation (“Consent”) of, or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to any member of Purchaser Group in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition and the other transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act and applicable North American Competition Laws, (ii) those that may be required solely by reason of the participation of Purchaser or Purchaser’s affiliates (as opposed to any other third party) in the Acquisition and the transactions contemplated hereby and (iii) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect. No Consent of Visa International Service Association is required to be consummated by it by obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition and the other transactions contemplated hereby, other than the Consent of Visa International Service Association with respect to the grant of a license to the Company to use the trademark “POS-Port” pursuant to the Visa International Trademark License Agreement.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution and delivery of this Agreement and the other Ancillary Agreements to which Purchaser is a party, the performance by Purchaser of its obligations under this Agreement do not and under the Ancillary Agreements, and the consummation by Purchaser of the transactions contemplated to be consummated by it by this Agreement Transaction, does not and will not, and the execution and delivery by each member of Purchaser Group of each Ancillary Agreement to which it isdirectly or indirectly, or is specified to be, a party will not and the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreement will not, (i) conflict with, or result in, any violation of the Purchaser’s certificate of incorporation and bylaws, (ii) conflict with or result in a violation of any Permit, Order, or Law applicable to Purchaser, or any of its Subsidiaries, property or assets, or (iii) violate, conflict with, result in a breach of of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien (not including Permitted Lien) upon any of the properties properties, rights, or assets of Purchaser or any member of Purchaser Group underits Subsidiaries pursuant to, any provision of (a) the organizational documents of any member of Purchaser Group, (b) any Contract to which Purchaser or any member of Purchaser Group its Subsidiaries is a party or by which any of their respective properties or assets is bound, (c) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or other instrument or obligation of any member of the Purchaser Group, or (d) any Judgment or Applicable Law applicable to any member of Purchaser Group or any of their respective properties its Subsidiaries is bound or assetsaffected, other than, except in the case of clauses (b), (cii) and (d) aboveiii), any such conflicts, breachesviolations, defaults defaults, rights, or Liens that would not reasonably be expected to have a material adverse effect on Purchaser Material Adverse Effect. or its Subsidiaries, taken as a whole, or prevent or materially delay or impair the ability of Purchaser to consummate the Transaction. (b) No Consent consent of, or registration, declaration declaration, notice, or filing with, any Governmental Entity or other Person is required to be obtained or made by by, or with respect to given to, Purchaser or any member of Purchaser Group its Subsidiaries in connection with the execution, delivery delivery, and performance of this Agreement or the consummation of the transactions contemplated Transaction, except where the failure to obtain such consent or to make such registration, declaration, notice, or filing would not, individually or in the aggregate, reasonably be consummated by it by this Agreementexpected to have a material adverse effect on Purchaser or its Subsidiaries, taken as a whole, or prevent or materially delay or impair the ability of Purchaser to consummate the Transaction.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not not, the execution and delivery by Purchaser of each Ancillary Agreement to which it is, or will be, a party will not, and the consummation of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement will not, and the execution and delivery by each member of Purchaser Group of each Ancillary Agreement to which it is, or is specified to be, a party will not and the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreement will not, not conflict with, or result in any breach of or constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchaser or any member of Purchaser Group its subsidiaries under, any provision of (ai) the organizational documents of Purchaser or any member of Purchaser Groupits subsidiaries, (bii) any Contract to which Purchaser or any member of Purchaser Group its subsidiaries is a party or by which any of their respective its properties or assets is bound, (c) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or other instrument or obligation of any member of the Purchaser Group, bound or (diii) any Judgment or Applicable Law applicable to any member of Purchaser Group or any of their respective its subsidiaries or its properties or assets, other than, in the case of clauses (b), (cii) and (diii) above, any such conflicts, breaches, defaults or Liens items that have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. No Consent Consent, permit, authorization or approval of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any member of Purchaser Group its subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, other than (A) compliance with and filings under the HSR Act, (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other Antitrust Laws, (C) compliance with and 101951134.15 filings under the Exchange Act, (D) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (E) those the failure of which to obtain or make would not, individually or in the aggregate, reasonably be consummated by it by this Agreementexpected to have a Purchaser Material Adverse Effect.