Absence of Required Consents. No Consent of or with any Governmental Authority is required by or with respect to Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and Other Antitrust Laws, (ii) the filing of the applicable Certificates of Merger with the Secretaries of State of the State of California and the State of Delaware, (iii) filings or consents under and compliance with the Securities Act and the Exchange Act as may be required in connection with this Agreement and the Merger, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (v) filings with the NASDAQ Stock Market, and (vi) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings the failure of which to make or obtain would not individually or in the aggregate materially impair the ability of Parent or Purchaser to perform their respective obligations hereunder.
Absence of Required Consents. No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with any (x) Governmental Entity or (y) Person (other than a Governmental Entity) is required by or with respect to the Company, any of its Subsidiaries or, to the Company’s Knowledge, Building in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the joint voluntary notification under the Exon-Fxxxxx Amendment to the Defense Production Act of 1950, as amended, (the “Exon-Fxxxxx Act”), (iii) any notifications required under the International Traffic in Arms Regulations (“ITAR”) and the NISPOM (as defined below), (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (v) filings or consents under and compliance with the Exchange Act as may be required in connection with this Agreement, the Offer and the Merger, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (vii) filings with the Nasdaq Stock Market Inc., and (viii) the consents, approvals, licenses, permits, orders and authorizations set forth in Section 4.3(b) of the Company Disclosure Schedule.
Absence of Required Consents. No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with any Governmental Entity is required by or with respect to Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, (ii) the joint voluntary notification under the Exon-Fxxxxx Act, (iii) any notifications required under ITAR, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (v) required filings under the Securities Act and the Exchange Act, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable “takeover” or state securities Laws, (vii) notification to Export Development Canada and (viii) such consents, approvals, orders, registrations, declarations and filings the failure of which to make or obtain would not individually or in the aggregate materially impair the ability of Parent or Purchaser to perform their obligations hereunder.
Absence of Required Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for such filing(s) pursuant to applicable securities laws as may be necessary, which filings will be timely effected after the Closing.
Absence of Required Consents. No consent, approval, license, ---------------------------- permit, order or authorization of, or registration, declaration, notice or filing with any (x) Governmental Entity or (y) person (other than a Governmental Entity) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Georgia and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (iii) filings or consents under and compliance with the Exchange Act as may be required in connection with this Agreement, the Offer, and the Merger and the transactions contemplated hereby and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws, (v) consents identified in Section 4.3(c) of the Company Disclosure Schedule and (vi) filings with the Nasdaq Stock Market Inc.
Absence of Required Consents. No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing (any of the foregoing, a “Consent”) with any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and Other Antitrust Laws, (ii) the filing of the applicable Certificates of Merger with the Secretaries of State of the State of California and the State of Delaware, (iii) filings or consents under and compliance with the Exchange Act as may be required in connection with this Agreement and the Merger, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (v) filings with the NASDAQ Stock Market, (vi) the consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings set forth in Section 4.3(b) of the Company Disclosure Schedule or Section 4.3(d) and (vii) such other Consents which are not, individually or in the aggregate, material.
Absence of Required Consents. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the documentation governing such Mezzanine Participation (the “Mezzanine Participation Documents”), no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of the Mezzanine Participation, for Buyer’s exercise of any rights or remedies in respect of the Mezzanine Participation (except for compliance with applicable Requirements of Law in connection with the exercise of any rights or remedies by Buyer) or for Buyer’s sale, pledge or other disposition of the Mezzanine Participation. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies.
Absence of Required Consents. No Violations. No consent or approval of any third party, any court or tribunal, or any administrative, governmental or regulatory body, agency or authority is required for the execution, delivery and performance of this Agreement by the Company. Neither the execution, delivery nor performance of this Agreement by the Company will conflict with or result in any breach of any provisions of the Certificate of Incorporation, as amended, (except for any conflict or breach that has been waived) or By-laws of the Company or violate any order, writ, injunction or decree applicable to the Company.
Absence of Required Consents. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the related Mortgage and/or Mortgage Note, and assuming that Buyer and any other transferees comply with customary intercreditor restrictions in the related Purchased Loan Documents limiting assignees to “Qualified Transferees”, “Institutional Lender/ Owners” or “Qualified Institutional Lenders”, no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of such Junior Interest or Senior Interest, for Buyer’s exercise of any rights or remedies in respect of such Junior Interest or Senior Interest (except for compliance with applicable Requirements of Law in connection with the exercise of any rights or remedies by Buyer) or for Buyer’s sale, pledge or other disposition of such Junior Interest or Senior Interest. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies.
Absence of Required Consents. No consent, approval, license, Permit, Order or authorization of, or registration, declaration, notice or filing with any (x) Governmental Authority or (y) Person (other than a Governmental Authority) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (ii) filings or consents under and compliance with the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) such consents, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (iv) filings with the NYSE Amex Stock Market, and (v) the consents, approvals, licenses, Permits, Orders, authorizations, registrations, declarations, notices and filings set forth in Section 4.3(c) of the Company Disclosure Schedule.
