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 Dynegy Purchase Agreement would be 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.
5.7.2. Except as set forth in schedule 5.7.2, no consent, approval, waiver or other action by any Person under any material Contract or material instrument, to which SLM or either Shareholder is a party or by which they or any of their assets are bound, is required or necessary for the execution, delivery, and performance of this Agreement by SLM or the consummation of the Transaction. Each Shareholder represents with respect to himself and not with respect to the other Shareholder, that no consent, approval, waiver or other action by any Person under any material Contract or material instrument to which such Shareholder is a party or by which it or any of its assets is bound, is required or necessary for the execution, delivery, and performance of this Agreement by SLM and the Shareholders, or the consummation of the Transaction.
5.7.3. Except as set forth in Schedule 5.7.3, the execution, delivery, or performance of this Agreement by SLM and the Shareholders and the consummation of the Transaction will not: (i) violate or conflict with the charter documents or Bylaws of SLM; (ii) violate or conflict with any law, regulation, Order or administrative interpretation applicable to SLM or any Shareholder or by which they or any of their assets are bound, or any agreement or understanding between any Governmental Body, on the one hand, and SLM on the other hand; or (iii) violate or conflict with, result in a breach of, result in or permit the acceleration or termination of, or constitute a default under any material agreement, material instrument or material understanding to which SLM is a party or by which it or any of its assets are bound excluding from the foregoing clauses (ii) and (iii) such violations or conflicts which, in the aggregate, could not reasonably be expected to have a material adverse affect on the business, operations or financial condition of SLM taken as a whole. Each Shareholder represents that, as to himself, and not as to any other Shareholder, the execution, delivery and performance of this Agreement by s...
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.
6.5.2. No consent, approval, waiver or other action by any Person under any material Contract or material instrument to which Celtic is a party or by which it or any of its assets are bound, is required or necessary for the execution, delivery, and performance of this Agreement by Celtic or the consummation of the Transaction.
6.5.3. The execution, delivery, or performance of this Agreement by Celtic and the consummation of the Transactions contemplated by this Agreement will not: (i) violate or conflict with the charter documents or Bylaws of Celtic (ii) violate or conflict with any law, regulation, Order or administrative interpretation applicable to Celtic or by which it or any of its assets are bound, or any agreement or understanding between any Governmental Body, on the one hand, and Celtic on the other hand; or (iii) violate or conflict with, result in a breach of, result in or permit the acceleration or termination of, or constitute a default under any material agreement, material instrument or material understanding to which Celtic is a party or by which it or any of its assets are bound excluding from the foregoing clauses (ii) and (iii) such violations or conflicts which, in the aggregate, could not reasonably be expected to have a material adverse affect on the business, operations or financial condition of Celtic taken as a whole.
Approvals and Consents; Non-Contravention. Except for consents, approvals and/or authorizations which have been obtained, and filings that have been made, 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 Transaction Agreements would be 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 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 (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 Securities. 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 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.
b. Except as otherwise set forth in Schedule 43(b) of the ASC Disclosure Schedule, no consent, approval, waiver or other action by any Person under any ASC Material Contract, agreement, instrument, or other document, or obligation to which either Seller is a party or by which it or any of its assets are bound, is required or necessary for the execution, delivery, and performance of the Transaction Agreements by ASC or the consummation of the Transaction except as may be specifically required by the terms of any Contract. Except as otherwise set forth in Schedule 4.3(b) of the ASC Disclosure Schedule, no consent, approval, waiver or other action by any Person under any ASC Material Contract, agreement, instrument, or other document, or obligation to which either Seller is a party or by which it or any of its assets are bound, is required or necessary for the execution, delivery, and performance of the Transaction Agreements by ASC or the consummation of the Transaction except as may be specifically requited by the terms of any Contract.
c. Except as forth in Schedule 4.3(e) of the Harvest Group Disclosure Schedule, the execution, delivery, or performance of the Transaction Agreements by the Harvest Group and the consummation of the Transaction will not: (i) violate or conflict with the Articles of Organization or Operating Agreement of ASC; (ii) violate or conflict with any law, regulation, order, judgment, award, administrative interpretation, injunction, writ, or decree applicable to ASC or agreement or understanding between any administrative or regulatory authority, on the one hand, and ASC on the other hand which would have a material adverse effect on the bus...
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 (except as otherwise obtained) 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. 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 Transaction Agreements and the filing of the Amendment (as defined below) with the Iowa Secretary of State) 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 (as amended by the Amendment) 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. The creation, authorization, issuance, offer and sale of the 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 as will be described in the Merger Agreement, the filing of the Amendment (as defined below) with the Iowa Secretary of State and filings with the Delaware Secretary of State 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 Securities. 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 (as amended by the Amendment) 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.
