Approvals and Consents; Non-Contravention. The execution, delivery and performance of this Agreement by the undersigned and the consummation by the undersigned of the transactions contemplated hereby do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of the undersigned, or the vote, consent or approval in any manner of the holders of any capital stock or other security of the undersigned as a condition to the execution and delivery of this Agreement or the consummation by the undersigned of the transactions contemplated hereby. The execution and delivery by the undersigned of this Agreement and the performance by the undersigned of its obligations hereunder will not violate (i) the terms and conditions of the certificate of incorporation, or other applicable formation document, or the bylaws of the undersigned, or any agreement to which the undersigned is a party or by which it is bound or (ii) any federal or state law. Notwithstanding any other provision of this Section 4(c), no representation or warranty is made as to whether the undersigned or any of its affiliates, as a result of the transactions contemplated by this Agreement or the Williams Purchase Agreement wxxxx xx subject to regulation as a registered holding company under the Public Utility Holding Company Act of 1935, as amended. The undersigned would not intend to register as such a holding company if that were a required condition of the transaction.
Approvals and Consents; Non-Contravention. The creation, authorization, issuance, offer and sale of the Trust Securities do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of the Company or the Trust (other than with respect to the organization of the Trust) or the vote, consent or approval in any manner of the holders of any capital stock or other security of the Company as a condition to the execution and delivery of this Agreement or the creation, authorization, issuance, offer and sale of the Trust Securities. The execution and delivery by the Trust of this Agreement and the performance by the Trust of its obligations hereunder will not violate (i) the terms and conditions of the Trust's Certificate of Trust or the Declaration of Trust or any agreement to which the Trust is a party or by which it is bound or (ii) subject to the accuracy of the representations and warranties of the undersigned contained in Section 4 hereof, any federal or state law.
Approvals and Consents; Non-Contravention. 5.7.1. Except as set forth in Schedule 5.7.1, no material consent, material approval, or other material action by, or notice to or material registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by SLM or either Shareholder in connection with the execution, delivery or performance of this Agreement by SLM or either Shareholder or the consummation of the Transaction.
Approvals and Consents; Non-Contravention. 6.5.1. No material consent, material approval, or other material action by, or notice to a material registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by Celtic in connection with the execution, delivery or performance of this Agreement by Celtic or the consummation of the transactions contemplated by this Agreement.
Approvals and Consents; Non-Contravention. 5.3.1 Except as set forth in Section 5.3 of the Disclosure Schedule, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by Purchaser in connection with the execution, delivery or performance of this Agreement by Purchaser or the consummation of the Transaction.
Approvals and Consents; Non-Contravention. The creation, authorization, issuance, offer and sale of the Shares do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of the Company (other than as will be described in the Merger Agreement) or the vote, consent or approval in any manner of the holders of any capital stock or other security of the Company as a condition to the execution and delivery of this Agreement or the creation, authorization, issuance, offer and sale of the Shares. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder will not violate (i) the terms and conditions of the Articles of Incorporation or the Bylaws of the Company, or any agreement to which the Company is a party or by which it is bound or (ii) subject to the accuracy of the representations and warranties of the undersigned contained in Section 4 hereof, any federal or state law.
Approvals and Consents; Non-Contravention a) Except as otherwise set forth in Schedule 2.3(a) of the MDI Disclosure Schedule, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by MDI in connection with the execution, delivery or performance of the Transaction Agreements by it or the consummation of the Transaction. Except as otherwise set forth in Schedule 2.3(a) of the MDI Disclosure Schedule, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by MDI in connection with the execution, delivery or performance of the Transaction Agreements by it or the consummation of the Transaction.
Approvals and Consents; Non-Contravention a. Except as otherwise set forth in Schedule 3.3 (a) of the Harvest Group Disclosure Schedule, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by the Harvest Group in connection with the execution, delivery or performance of the Transaction Agreements by it or the consummation of the Transaction. Except as otherwise set forth in Schedule 3.3(a) of the Harvest Group Disclosure Schedule, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by the Harvest Group in connection with the execution, delivery or performance of the Transaction Agreements by it or the consummation of the Transaction.
Approvals and Consents; Non-Contravention a. Except as otherwise set forth in Schedule 4.3(a) of the ASC Disclosure Schedule, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by ASC in connection with the execution, delivery or performance of the Transaction Agreements by it or the consummation of the Transaction. Except as otherwise set forth in Schedule 4.3(a) of the ASC Disclosure Schedule, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary be obtained by ASC in connection with the execution, delivery or performance of the Transaction Agreements by it or the consummation of the Transaction.
Approvals and Consents; Non-Contravention. Each of the Material Contracts requires consent to the assignment or the transfer of the rights thereunder or the Acquired Assets subject thereto to the extent such assignment or transfer is not accomplished pursuant to the Final Court Approval.
