Common use of Consents and Approvals; No Defaults Clause in Contracts

Consents and Approvals; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by GDSC or any of its Subsidiaries in connection with the execution, delivery or performance by GDSC of this Agreement or to consummate the Merger except for (i) filings of applications, registrations, statements, reports or notices (and expiration of any applicable notice periods) with the United States Department of Justice, the Federal Trade Commission, NASD, the SEC and state securities authorities (collectively the "REGULATORY AGENCIES"), (ii) the approval of this Agreement by the stockholders of GDSC, and (iii) the filing of an agreement of merger with the Washington Secretary and Delaware Secretary pursuant to the DGCL and the Washington Law. As of the date hereof, GDSC is not aware of any reason why the approvals set forth in SECTION 11.1(d) will not be received without the imposition of a condition, restriction or requirement of the type described in SECTION 11.1(d). (b) Subject to receipt of the approvals referred to in the preceding paragraph, and the expiration of related waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (i) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of GDSC or of any of its Subsidiaries or to which GDSC or any of its Subsidiaries or properties is subject or bound, (ii) constitute a breach or violation of, or a default under, the GDSC Articles or the GDSC Bylaws, or (iii) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. 4.7.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (Dental Care Alliance Inc), Agreement and Plan of Reorganization and Merger (Gentle Dental Service Corp)

AutoNDA by SimpleDocs

Consents and Approvals; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by GDSC DCA or any of its Subsidiaries in connection with the execution, delivery or performance by GDSC DCA of this Agreement or to consummate the Merger except for (i) filings of applications, registrations, statements, reports or notices (and expiration of any applicable notice periods) with the United States Department of Justice, the Federal Trade Commission, NASD, the SEC and state securities authorities (collectively the "REGULATORY AGENCIES")Regulatory Agencies, (ii) the approval of this Agreement by the stockholders of GDSCDCA, and (iii) the filing of an agreement of merger with the Washington Secretary and Delaware Secretary pursuant to the DGCL and the Washington LawDGCL. As of the date hereof, GDSC DCA is not aware of any reason why the approvals set forth in SECTION 11.1(d) will not be received without the imposition of a condition, restriction or requirement of the type described in SECTION 11.1(d). (b) Subject to receipt of the approvals referred to in the preceding paragraph, and the expiration of related waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (i) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of GDSC DCA or of any of its Subsidiaries or to which GDSC DCA or any of its Subsidiaries or properties is subject or bound, (ii) constitute a breach or violation of, or a default under, the GDSC Articles DCA Certificate of Incorporation or the GDSC DCA Bylaws, or (iii) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. 4.75.7.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (Gentle Dental Service Corp), Agreement and Plan of Reorganization and Merger (Dental Care Alliance Inc)

AutoNDA by SimpleDocs
Time is Money Join Law Insider Premium to draft better contracts faster.