Common use of Consents and Waivers Clause in Contracts

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (FCStone Group, Inc.), Securities Purchase Agreement (RTS Wireless Inc), Stock and Note Purchase Agreement (Converse Inc)

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Consents and Waivers. The Company shall have made all filings and obtained any and all consents (including including, without limitation, all governmental or regulatory consents), approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements)authorizations, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or and any Related Agreementother Closing Document.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Decorize Inc), Securities Purchase Agreement (Decorize Inc), Securities Purchase Agreement (Decorize Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related AgreementsAgreement), permits and waivers waivers, other then the Stockholder Approval, necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Vanguard Airlines Inc \De\), Unit Purchase Agreement (Vanguard Airlines Inc \De\), Purchase Agreement (Vangard Acquisition Co)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement Agreement, other than any such consents, permits or any Related waivers as to which the failure to obtain would not have a material adverse effect on the Company or the transactions contemplated by this Agreement, and the same shall be effective as of the Closing Date and not rescinded.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Harolds Stores Inc), Preferred Stock Purchase Agreement (Casey Rebecca Powell), Preferred Stock Purchase Agreement (Inter Him Nv)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Transaction Agreements), permits permits, and waivers (including without limitation, a waiver of rights of first offer or preemptive rights under the Equity Agreements) necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreementthe Transaction Agreements, and the same shall be effective as of the date of the Closing.

Appears in 3 contracts

Samples: Note Purchase Agreement (Virtuix Holdings Inc.), Note Purchase Agreement (Virtuix Holdings Inc.), 2020 Note Purchase Agreement (Virtuix Holdings Inc.)

Consents and Waivers. The Company shall have obtained any and received all consents (including all governmental or regulatory material consents, approvals or authorizations required in connection with the valid executionapprovals, delivery and performance of this Agreement and the Related Agreements)authorizations, permits and waivers of, and delivered all notices to, third parties necessary or appropriate for consummation of the Company to consummate the transactions contemplated by this Agreement or any Related Agreementand by the Transaction Documents, and all such consents, approvals, authorizations, permits and waivers shall be in full force and effect.

Appears in 3 contracts

Samples: Security Agreement (Satcon Technology Corp), Securities Purchase Agreement (Perseus Partners Vii L P), Securities Purchase Agreement (Distributed Energy Systems Corp)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Transaction Agreements), permits permits, and waivers necessary or appropriate for consummation of the transactions contemplated or required by this Agreement or any Related Agreementthe Transaction Agreements, and the same shall be effective as of the date of the applicable Closing.

Appears in 2 contracts

Samples: Note Purchase Agreement (Virtuix Holdings Inc.), 2020 Note Purchase Agreement (Virtuix Holdings Inc.)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Agreementsother agreements contemplated hereby), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (You Bet International Inc), Securities Purchase Agreement (You Bet International Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related AgreementsAgreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Beacon Power Corp), Securities Purchase Agreement (Beacon Power Corp)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Transaction Agreements), permits permits, and waivers necessary or appropriate for consummation of the transactions contemplated or required by this Agreement or any Related Agreementthe Transaction Agreements and the Equity Agreements, and the same shall be effective as of the date of the applicable Closing.

Appears in 2 contracts

Samples: Note Purchase Agreement (Virtuix Holdings Inc.), 2020 Convertible Promissory Note Purchase Agreement (Virtuix Holdings Inc.)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements), permits and waivers necessary or appropriate to be obtained by the Company for consummation of the transactions contemplated by this Agreement Agreement, including all authorizations, approvals or permits, if any, of any Related governmental authority or regulatory body of the United States or of any state that are required to be obtained by the Company in connection with the lawful issuance and sale of the Class C Common Shares, Warrants and Rights pursuant to the terms of this Agreement.

Appears in 2 contracts

Samples: Subscription Agreement (Front Royal Inc), Subscription Agreement (Front Royal Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related AgreementsAgreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement Agreement. The Company shall have obtained valid waivers of Right of First Refusal or any Related Agreementother similar preemptive rights with respect to the issuance of the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Silicon Valley Research Inc), Stock Purchase Agreement (Silicon Valley Research Inc)

Consents and Waivers. The Company shall have obtained any and -------------------- all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and or the Related AgreementsInvestors' Rights Agreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by provided for in this Agreement or any Related the Investors' Rights Agreement.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Tier Technologies Inc), Preferred Stock Purchase Agreement (Tier Technologies Inc)

Consents and Waivers. The Company shall have obtained any and all material consents (including all but not limited to governmental or regulatory consents, approvals consents or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements), approvals) permits and waivers applicable to the Company necessary or appropriate for the consummation of the transactions contemplated by this Agreement or any and the Related AgreementAgreements.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Autotrader Com Inc), Unit Purchase Agreement (Autotrader Com Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related AgreementsAgreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Terremark Worldwide Inc.)

Consents and Waivers. The Company shall have obtained any and all consents (including consents, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Agreements), permits Transaction Agreements and waivers necessary or appropriate for the consummation of the transactions contemplated by this Agreement or any Related Agreementand the Transaction Agreements, and the same shall be effective as of the date of the Second Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Resorts Parent, LLC)

Consents and Waivers. The Company shall have obtained any and all material consents (including all but not limited to governmental or regulatory consents, approvals consents or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements), approvals) permits and waivers applicable to the Company necessary or appropriate for the consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 1 contract

Samples: Unit Purchase Agreement (Autotrader Com Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related AgreementsAgreement), permits permits, and waivers necessary or appropriate for consummation of the transactions contemplated or required by this Agreement or any Related Agreement, and the same shall be effective as of the date of the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hostess Brands, Inc.)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and or the Related AgreementsRights Agreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related the Rights Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Oryx Technology Corp)

Consents and Waivers. The Company shall have made all filings and obtained any and all consents (including including, without limitation, all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related AgreementsAgreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.for

Appears in 1 contract

Samples: Securities Purchase Agreement (Electronic Transmission Corp /De/)

Consents and Waivers. The Company shall have made all filings and -------------------- obtained any and all consents (including including, without limitation, all governmental or regulatory consents), approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements)authorizations, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or and any Related Agreementother Transaction Document.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Wave Systems Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Transaction Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreementthe Transaction Agreements, and the same shall be effective as of the date of the Closing.

Appears in 1 contract

Samples: 2020 Convertible Promissory Note Purchase Agreement (Virtuix Holdings Inc.)

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Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, permits, orders, approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement Agreement, including all authorizations, approvals or permits, if any, of any Related governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Provident American Corp)

Consents and Waivers. The Company shall have made all filings and obtained any and all consents (including including, without limitation, all governmental or regulatory consents), approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements)authorizations, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Valuestar Corp)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid executionpermits, delivery and performance of this Agreement and the Related Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement. The Company covenants to use its best efforts to obtain such consents, permits and waivers.

Appears in 1 contract

Samples: Addvantage Media Group Inc /Ok

Consents and Waivers. The Company shall have obtained any -------------------- and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Smartage Corp)

Consents and Waivers. The Company shall have made all filings and obtained any and all consents (including including, without limitation, all governmental or regulatory consents), approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements)authorizations, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or and any Related other Closing Document. The Company shall have delivered to Purchaser and to Quest the resolutions of the Company's Board of Directors authorizing and approving the transactions contemplated under this Agreement, certified as of the Closing Date by the Company's Secretary.

Appears in 1 contract

Samples: Securities Purchase Agreement (Decorize Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory --------------------- consents, approvals or authorizations required in connection with the valid executionpermits, delivery and performance of this Agreement and the Related Agreements), permits and waivers and made all filings necessary or appropriate for the consummation of the transactions contemplated by this Agreement or any Related Agreementhereby.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Satellink Communications Inc)

Consents and Waivers. The Company shall have obtained any and all consents (including consents, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Agreements), permits Transaction Agreements and waivers necessary or appropriate for the consummation of the transactions contemplated by this Agreement or any Related Agreementand the Transaction Agreements, and the same shall be effective as of the date of the Initial Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Resorts Parent, LLC)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid executionpermits, delivery and performance of this Agreement and the Related Agreements), permits and waivers and made all filings necessary or appropriate for the consummation of the transactions contemplated by this Agreement or any Related Agreementhereby.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Satellink Communications Inc)

Consents and Waivers. The Company shall have obtained -------------------- any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Satcon Technology Corp)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements)approvals, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or Agreement, including, but not limited to, consents, approvals, permits and waivers from governmental authorities, holders of the Company’s capital stock and indebtedness and any Related Agreementother third persons and all such consents, approvals, permits and waivers shall remain in effect as of the Closing.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Qualmark Corp)

Consents and Waivers. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Transaction Agreements), permits permits, and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreementthe Transaction Agreements, and the same shall be effective as of the date of the Closing.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement

Consents and Waivers. The Company shall have obtained any and -------------------- all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and or any of the Related Ancillary Agreements), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or any Related Agreementand the Ancillary Agreements.

Appears in 1 contract

Samples: Share Purchase and Warrant Issuance Agreement (Concurrent Computer Corp/De)

Consents and Waivers. The Company shall have obtained any and all consents (including consents, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals approvals, or authorizations required in connection with the valid execution, execution and delivery and performance of this Agreement and the Related Agreements), permits Transaction Agreements and waivers necessary or appropriate for the consummation of the transactions contemplated by this Agreement or any Related Agreementand the Transaction Agreements, and the same shall be effective as of the date of the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Resorts Parent, LLC)

Consents and Waivers. The Company shall have made all filings and obtained any and all consents (including including, without limitation, all governmental or regulatory consents), approvals or authorizations required in connection with the valid execution, delivery and performance of this Agreement and the Related Agreements)authorizations, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement or and any Related Agreementother Transaction Document.

Appears in 1 contract

Samples: Securities Purchase Agreement (Instant Video Technologies Inc)

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