Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Buyer of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby.
Consents and Approvals; Authority Relative to this Agreement. (a) Except for the Governmental Required Consents or as set forth on Schedule 5.3, no Consent of or with any Governmental Authority is necessary in connection with the execution, delivery or performance by the Purchaser of this Agreement or any of its Related Agreements or the consummation by the Purchaser of the transactions contemplated hereby or thereby.
Consents and Approvals; Authority Relative to this Agreement. (a) No consent, authorization or approval of, except as contemplated in Schedule 1.4, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by the Pledgor of the Loan Documents or the consummation of the transactions contemplated thereby.
Consents and Approvals; Authority Relative to this Agreement. (a) Except under the HSR Act and the NASD Rules and except as set forth on Schedule 4.3, no consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Purchaser of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby.
Consents and Approvals; Authority Relative to this Agreement. (a) Except for the Governmental Required Consents or as set forth in Schedule 4.3(a), no Consent of or with any Governmental Authority is necessary in connection with the execution, delivery or performance by the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities, of this Agreement or any of their respective Related Agreements or the consummation by the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities of the transactions contemplated hereby or thereby.
Consents and Approvals; Authority Relative to this Agreement. (a) Other than any Consent of or with any Governmental Authority the failure of which to be obtained would not reasonably be expected to have a Business Material Adverse Effect or a Seller Material Adverse Effect, and except (i) for the HSR Compliance and the Mexican FCC Filing Requirement by the parties hereto, (ii) as set forth on Schedule 4.3(a) and (iii) for Consents relating to Environmental Permits, no Consent of or with any Governmental Authority is necessary in connection with (A) the execution, delivery or performance of this Agreement by Marconi or any Seller or any of the applicable Related Agreements by Marconi or any Seller or (B) the consummation of any of the transactions contemplated hereby or thereby by Marconi or any Seller.
Consents and Approvals; Authority Relative to this Agreement. (a) Except for the HSR Compliance, the Mexican FCC Filing Requirement and as set forth on Schedule 5.3, no Consent of or with any Governmental Authority is necessary in connection with the execution, delivery or performance by Xxxxxxx or any Purchaser of this Agreement or any of its Related Agreements or the consummation by Xxxxxxx or any Purchaser of the transactions contemplated hereby or thereby.
Consents and Approvals; Authority Relative to this Agreement. Subject to obtaining the consents, approvals and actions, making the filings and giving the notices specified in Section 3.4of the Disclosure Schedule, the execution, delivery and performance by Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Articles of Association, as amended to date, or any other governing organizational documents of Company, including any shareholders’ agreement; (b) materially conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Company, the Business or the Acquired Assets; (c) except as set forth in Section 3.4of the Disclosure Schedule, require the consent, notice or other action by any Person under, materially conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Company is a party or by which Company or the Business is bound or to which any of the Acquired Assets are subject (including any Assumed Contracts) or (d) result in the creation or imposition of any Encumbrance on the Acquired Assets. Except as set forth on Section 3.4 of the Disclosure Schedule, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Company in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and the performance by Company of its obligations thereunder.
Consents and Approvals; Authority Relative to this Agreement. Except for the approval of the listing on the New York Stock Exchange of the Common Stock representing the Merger Consideration, no consent, authorization or approval of, filing or registration with, or cooperation from, any Governmental Authority or any other Person not a party to this Agreement is necessary in connection with the execution, delivery and performance by Parent, Products or Merger Sub of this Agreement or the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby.
Consents and Approvals; Authority Relative to this Agreement. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (a) violate any provisions of the certificate of incorporation or by-laws of the Purchaser, (b) with or without the giving of notice or passage , or both, violate , or be in conflict with, or constitute a default, or permit the termination of, or cause the acceleration of the maturity of, any agreement, instrument, contract, debt or obligation of the Purchaser, (c) require the consent of any party to any agreement or commitment to which the Purchaser is a party, or by which the Purchaser or its properties or assets is bound, or (d) violate any regulation or any judgment or decree of any court or authority to which the Purchaser is subject. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by the Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby or thereby.
