Common use of Consents and Approvals; No Violations; Secured Creditors Clause in Contracts

Consents and Approvals; No Violations; Secured Creditors. (a) Except for (i) compliance with the applicable requirements of the Exchange Act, including, without limitation, filing of the F-4 Registration Statement, joining of Parent and Merger Sub (and certain of their Affiliates) in the filing of Schedule 13E-3, the filing or furnishing of one or more amendments to the Form F-4 and Schedule 13E-3 and the filing of one or more amendments to Schedule 13D, (ii) compliance with the rules and regulations of The New York Stock Exchange and approval of listing of newly issued Parent ADSs to be issued in the Merger on The New York Stock Exchange, and (iii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or to prevent or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (E-House (China) Holdings LTD), Agreement and Plan of Merger (China Real Estate Information Corp)

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Consents and Approvals; No Violations; Secured Creditors. (a) Except for (i) compliance with the applicable requirements of the Exchange Act, including, without limitation, filing of the F-4 Registration Statement, joining of Parent and Merger Sub (and certain of their Affiliates) in the filing of the Schedule 13E-3, the filing or furnishing of one or more amendments to the Form F-4 and Schedule 13E-3 and the filing of one or more amendments to Schedule 13D, (ii) compliance with the rules and regulations of The New York Stock Exchange and approval of listing of newly issued Parent ADSs to be issued in the Merger on The New York Stock ExchangeNASDAQ Capital Market, and (iii) the filing of the BVI Plan of Merger with the Registrar of Companies of the Cayman Islands Registry pursuant to the Cayman BVI Companies Law and related documentation, and (iv) consent or approval or filing with applicable Governmental Antitrust Entities, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or to prevent or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pansoft CO LTD)

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Consents and Approvals; No Violations; Secured Creditors. (a) Except for (i) compliance with the applicable requirements of of, the Exchange Act, including, without limitation, filing of the F-4 Registration Statement, joining of Parent and Merger Sub (and certain of their Affiliates) in the filing of the Schedule 13E-3, the filing or furnishing of one or more amendments to the Form F-4 and Schedule 13E-3 and the filing of one or more amendments to Schedule 13D, (ii) compliance with the rules and regulations of The New York Stock Exchange and approval of listing of newly issued Parent ADSs to be issued in the Merger on The New York Stock ExchangeNASDAQ Global Market, and (iii) the filing of the Cayman Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation, and (iv) consent or approval or filing with applicable Governmental Antitrust Entities, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or to prevent or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Funtalk China Holdings LTD)

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