5Consents. The execution, delivery and performance by the Company of the Transaction Documents, and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws, and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Securities, (ii) the issuance of the Shares upon due conversion of the Debenture, and (iii) the other transactions contemplated by the Transaction Documents from the provisions of any shareholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Articles of Incorporation or By-laws that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.
5Consents. No consent of any third party or Governmental Authority is required in connection with the execution and delivery by the Principal Shareholder or the Company of this Agreement and/or the consummation of the transactions contemplated hereby.
5Consents. No consent, approval, authorization, registration, qualification or order of, or filing with, any Governmental Body or any court is required for the execution, delivery, performance and consummation of the transactions contemplated by the Transaction Documents to which the Company is a party and the performance of the obligations thereunder and the issuance and sale of the Commitment Shares except for (i) the Nasdaq Stockholder Approval, (ii) consents, approvals, authorizations, registrations, qualifications, orders of or filings with the Commission (as defined below) in accordance with the requirements of the Registration Rights Agreement, the filing of any Form D with the Commission, and any other filings as may be required by the Securities Act, the Exchange Act or any state securities laws, (iii) as have been obtained or made and which are in full force and effect, and (iv) such consents, approvals, authorizations, registrations or qualifications which if not obtained or made would not, individually or in the aggregate, have a Material Adverse Effect.
5Consents. All Buyer Required Consents shall have been duly obtained and shall continue to be in full force and effect.
5Consents. (a) As soon as reasonably practical following the Execution Date, but in any event within ten (10) Business Days of the Execution Date, Seller shall send to each holder of a Consent, as set forth on Exhibit 4.1(j), a notice (which form of notice shall be in accordance with the requirements, if any, relating to such Consent obligation and shall be provided to Buyer for review no more than five (5) Business Days after the Execution Date and, until the expiration of the ten (10) Business Day period set forth herein, Seller shall consult with Buyer regarding such form of notice), of the transaction contemplated hereby requesting the required consent.
(b) If Seller fails to obtain a Consent, as set forth on Exhibit 4.1(j), prior to Closing and the failure to obtain such Consent would cause (i) the assignment of the Properties affected thereby to Buyer to be void or (ii) the termination of such Properties under the express terms thereof (each, a “Hard Consent”), then, in each such case, the affected Properties shall be excluded from the Properties to be acquired by Buyer at Closing hereunder and the Base Purchase Price shall be reduced by the Allocated Amount of the Properties so excluded. In the event that a Hard Consent (with respect to any applicable Properties excluded pursuant to this Section 6.5(b)) that was not obtained prior to Closing is obtained within 180 days following Closing, then, Buyer shall purchase, within 10 days after such Hard Consent is obtained, such Properties so excluded from Seller under the terms of this Agreement for the amount (if any) by which the Base Purchase Price was reduced at Closing due to the exclusion of such Properties (as such amount is appropriately adjusted in accordance with this Agreement with respect to such Properties), and Seller shall assign to Buyer such Properties pursuant to an instrument in form substantially similar to the Conveyance.
(c) If Seller fails to obtain a Consent, as set forth on Exhibit 4.1(j), prior to Closing and the failure to obtain such consent would not cause (i) the assignment of the Properties affected thereby to Buyer to be void or (ii) the termination of such Properties under the express terms thereof, then (x) the Properties subject to such un-obtained Consent shall be acquired by Buyer at Closing as part of the Properties, (y) Buyer shall have no claim against, and hereby releases and indemnifies the Seller Indemnified Parties from any liability for, the failure to obtain such Consent,...
5Consents. Except for the Licensee Consent or filings required by the federal securities laws or stock exchange rules, no consent, approval, license, order, authorization, registration, declaration or filing with or of any Governmental Entity or other Person is required to be done or obtained by the Seller in connection with (i) the execution and delivery by the Seller of this Agreement, (ii) the performance by the Seller of its obligations under this Agreement or (iii) the consummation by the Seller of any of the transactions contemplated by this Agreement.
5Consents. Nektar and BMS each represents and warrants that, to its knowledge, all necessary consents, approvals and authorizations of all Regulatory Authorities and other Persons (a) required to be obtained by such Party in connection with the execution and delivery of this Agreement have been obtained (or will have been obtained prior to such execution and delivery) and (b) required to be obtained by such Party in connection with the performance of its obligations under this Agreement have been obtained or will be obtained prior to such performance.
5Consents. Each Party represents and warrants to the other Party as of the Effective Date that, to the best of its knowledge, all necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons (a) required to be obtained by such Party in connection with the execution and delivery of this Agreement have been obtained and (b) required to be obtained by such Party in connection with the performance of its obligations under this Agreement have been obtained or will be obtained prior to such performance.
5Consents. The Servicer has, and is in good standing with respect to, necessary governmental licenses, consents, approvals, authorizations, permits, certificates, inspections, and franchises necessary to conduct its business.
5Consents. Nektar and BMS each represents and warrants that, to the best of its knowledge, all necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons (i) required to be obtained by such Party in connection with the execution and delivery of this Agreement have been obtained (or will have been obtained prior to such execution and delivery) and (ii) required to be obtained by such Party Clinical Trial Collaboration Agreement_Nektar_BMS_September 2016 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 in connection with the performance of its obligations under this Agreement have been obtained or will be obtained prior to such performance.
