Common use of Consents, Authorizations and Binding Effect Clause in Contracts

Consents, Authorizations and Binding Effect. (a) The Company may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval of the Florida Department of Health for the Business Combination and other transactions contemplated hereby; (ii) the approval of the CSE for the Business Combination and other transactions contemplated hereby; (iii) approval by the Company Shareholders of the Merger; (iv) the filing of Articles of Merger and Plan of Merger with the Florida Department of State under the FBCA; (v) such other consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are (or will be at the Effective Time) unconditional, and in full force and effect, and notices which have been given on a timely basis; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination or otherwise prevent the Company from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the Company. (b) The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Merger and the Business Combination, subject to the approval of the Company Meeting Matters by the Company Shareholders. (c) This Agreement has been duly executed and delivered by the Company and (assuming due Authorization, execution and delivery by all other Parties hereto) constitutes a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, and performance of this Agreement will not: (i) constitute a violation of the articles of incorporation and bylaws of the Company; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which the Company is a party or as to which any of its property is subject, except where the occurrence of any item described in this clause (ii) would not have a Material Adverse Effect on the Company; (iii) except as otherwise provided in Section 4.15(b), constitute a violation of any Law applicable or relating to the Company or its business except for such violations which would not have a Material Adverse Effect on the Company; or (iv) result in the creation of any lien upon any of the assets of the Company other than such liens as would not have a Material Adverse Effect on the Company. (e) Other than pursuant to this Agreement, neither the Company nor any Affiliate or Associate of the Company nor, to the Knowledge of the Company, any director or officer of the Company beneficially owns or has the right to acquire a beneficial interest in any Schyan Common Shares.

Consents, Authorizations and Binding Effect. (a) The Company Tartisan may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval of the Florida Department of Health CSE for the Business Combination and other transactions issuance of Tartisan Shares contemplated hereby, if applicable; (ii) any approvals required by the approval of Interim Order and the CSE for the Business Combination and other transactions contemplated herebyFinal Order; (iii) approval by the Company Shareholders of Key Third Party Consents listed under the Mergerheading “Tartisan Third Party Consents” in Schedule “D” hereto; (iv) the filing of Articles of Merger and Plan of Merger with the Florida Department of State notices listed under the FBCAheading “Tartisan Third Party Notices” in Schedule “D” hereto; (v) such other consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are (or will be at the Effective Time) unconditional, unconditional and in full force and effect, effect and notices which have been given on a timely basis; andor (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination Arrangement or otherwise prevent the Company Tartisan from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the CompanyTartisan Group. (b) The Company Tartisan has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Merger and the Business Combination, subject to the approval of the Company Meeting Matters by the Company ShareholdersArrangement. (c) This Agreement has been duly executed and delivered by the Company Tartisan and (assuming due Authorization, execution and delivery by all other Parties hereto) constitutes a legal, valid, and binding obligation of the Company, Tartisan enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, and performance of this Agreement and the completion of the Arrangement will not: (i) constitute a violation or breach of the articles or by-laws of incorporation and bylaws of the CompanyTartisan; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which the Company any Tartisan Group Member is a party or as to which any of its property is subject, except where the occurrence of subject which would in any item described in this clause (ii) would not such case have a Material Adverse Effect on the CompanyTartisan Group; (iii) except as otherwise provided in Section 4.15(b), constitute a violation of any Law applicable or relating to the Company any Tartisan Group Member or its business their respective businesses except for such violations which would not have a Material Adverse Effect on the Companyany Tartisan Group Member; or (iv) result in the creation of any lien upon any of the assets of the Company any Tartisan Group Member, other than such liens as would not have a Material Adverse Effect on the CompanyTartisan Group. (e) Other than pursuant to this Agreement, neither the Company nor any Affiliate or Associate of the Company nor, to the Knowledge of the Company, any director or officer of the Company beneficially owns or has the right to acquire a beneficial interest in any Schyan Common Shares.

Consents, Authorizations and Binding Effect. (a) The Company Xxxxxxxx may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval of the Florida Department of Health CSE for the Business Combination and other transactions issuance of Xxxxxxxx Xxxxxx contemplated hereby, if applicable; (ii) any approvals required by the approval of Interim Order and the CSE for the Business Combination and other transactions contemplated herebyFinal Order; (iii) approval by the Company Shareholders of Key Third Party Consents listed under the Mergerheading “Tartisan Third Party Consents” in Schedule “D” hereto; (iv) the filing of Articles of Merger and Plan of Merger with the Florida Department of State notices listed under the FBCAheading “Tartisan Third Party Notices” in Schedule “D” hereto; (v) such other consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are (or will be at the Effective Time) unconditional, unconditional and in full force and effect, effect and notices which have been given on a timely basis; andor (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination Arrangement or otherwise prevent the Company Tartisan from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the CompanyTartisan Group. (b) The Company Tartisan has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Merger and the Business Combination, subject to the approval of the Company Meeting Matters by the Company ShareholdersArrangement. (c) This Agreement has been duly executed and delivered by the Company Xxxxxxxx and (assuming due Authorization, execution and delivery by all other Parties hereto) constitutes a legal, valid, and binding obligation of the Company, Tartisan enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, and performance of this Agreement and the completion of the Arrangement will not: (i) constitute a violation or breach of the articles or by-laws of incorporation and bylaws of the CompanyXxxxxxxx; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which the Company any Tartisan Group Member is a party or as to which any of its property is subject, except where the occurrence of subject which would in any item described in this clause (ii) would not such case have a Material Adverse Effect on the CompanyTartisan Group; (iii) except as otherwise provided in Section 4.15(b), constitute a violation of any Law applicable or relating to the Company any Tartisan Group Member or its business their respective businesses except for such violations which would not have a Material Adverse Effect on the Companyany Tartisan Group Member; or (iv) result in the creation of any lien upon any of the assets of the Company any Tartisan Group Member, other than such liens as would not have a Material Adverse Effect on the CompanyTartisan Group. (e) Other than pursuant to this Agreement, neither the Company nor any Affiliate or Associate of the Company nor, to the Knowledge of the Company, any director or officer of the Company beneficially owns or has the right to acquire a beneficial interest in any Schyan Common Shares.

Consents, Authorizations and Binding Effect. (a) The Company may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval of the Florida Department of Health CSE for the Business Combination and other transactions contemplated hereby; (ii) the approval of the CSE for Merger by the Business Combination and other transactions contemplated herebyaffirmative vote of at least a majority of the outstanding shares of Company Common Stock, voting together as a single class (the "Required Company Shareholder Vote"); (iii) approval by the Company Shareholders filing of Agreement of Xxxxxx and officers' certificates with the MergerCalifornia Secretary of State under the CCC; (iv) the filing of Articles of Merger and Plan of Merger the following by Digital following the Effective Date in accordance with the Florida requirements of the CCC: (A) the Notice of Transaction Pursuant to Corporations Code Section 25102(f) with the State of California Department of Financial Protection and Innovation and (B) the Notice of Exchange Transaction or Entity Conversion Pursuant to California Corporations Code Section 25103(h) with the State under the FBCAof California Department of Financial Protection and Innovation; (v) such other consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are (or will be at the Effective Time) unconditional, and in full force and effect, and notices which have been given on a timely basis; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination or otherwise prevent the Company from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the Company. (b) The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Merger and the Business Combination, subject to the approval of the Company Meeting Matters by the Company Shareholders. (c) This Agreement has been duly executed and delivered by the Company and (assuming due Authorizationauthorization, execution and delivery by all other Parties hereto) constitutes a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, and performance of this Agreement will not: (i) constitute a violation of the articles of incorporation and bylaws of the Company; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which the Company is a party or as to which any of its property is subject, except where the occurrence of any item described in this clause (ii) would not have a Material Adverse Effect on the Company; (iii) except as otherwise provided in Section 4.15(b), constitute a violation of any Law applicable or relating to the Company or its business except for such violations which would not have a Material Adverse Effect on the Company; or (iv) result in the creation of any lien upon any of the assets of the Company other than such liens as would not have a Material Adverse Effect on the Company. (e) Other than pursuant to this Agreement, neither the Company nor any Affiliate or Associate of the Company nor, to the Knowledge of the Company, any director or officer of the Company beneficially owns or has the right to acquire a beneficial interest in any Schyan Digital Common Shares.

Consents, Authorizations and Binding Effect. (a) The Company Amax may execute, deliver and perform this Agreement without the necessity of Amax or any Amax Group Member obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval those disclosed in Section 2.02 of the Florida Department of Health for the Business Combination and other transactions contemplated herebyAmax Disclosure Letter; (ii) the approval of the CSE for the Business Combination and other transactions contemplated hereby; (iii) approval by the Company Shareholders of the Merger; (iv) the filing of Articles of Merger and Plan of Merger those, with the Florida Department of State under the FBCA; (v) such other respect to consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) and obtained, are (or will be at the Effective Time) unconditional, and are in full force and effecteffect and, and notices with respect to notices, which have been given on a timely basis; (iii) the approval of the Merger and the other transactions contemplated hereby and by the Stockholder Agreement by the holders of a majority of the outstanding Amax Shares (including the Significant Shareholder) either at a meeting of the Amax stockholders duly called and held or pursuant to approval by written consent pursuant to Section 228 of the GCL ("Approval by Consent"); (iv) the filing with the SEC of: (A) the Registration Statement; and(B) the Joint Proxy Statement; and (C) such reports and information under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby; (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Amax is qualified to do business; (vi) such as may be required under state takeover laws; (vii) as may be required under foreign laws, state securities laws and the rules of the NYSE or the TSE; (viii) such as may be necessary under the HSR Act; (ix) such as may be required under the Investment Canada Act and the Competition Act (Canada); or (x) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination or otherwise prevent the Company Amax from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the CompanyAmax. (b) The Company Amax has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby and by the Stockholder Agreement by the holders of Amax Shares at the Amax Stockholders' Meeting or by way of Approval by Consent, to perform its obligations hereunder and to complete consummate the Merger and the Business Combination, subject to the approval of the Company Meeting Matters by the Company ShareholdersMerger. (c) This Agreement The Board of Directors of Amax (at a meeting duly called and held) has been duly executed and delivered or, in the case of clause (c)(iv) below, will, by the Company and (assuming due Authorization, execution and delivery by all other Parties hereto) constitutes a legal, valid, and binding obligation requisite vote of the Company, enforceable against it in accordance with its terms, except: directors: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) determined that the remedy of specific performance Merger is advisable and injunctive fair and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, and performance of this Agreement will not: (i) constitute a violation of the articles of incorporation and bylaws of the Company; (ii) conflict with, result in the breach best interests of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which the Company is a party or as to which any of Amax and its property is subject, except where the occurrence of any item described in this clause (ii) would not have a Material Adverse Effect on the Companyshareholders; (iii) except as otherwise provided in Section 4.15(b), constitute a violation of any Law applicable or relating to the Company or its business except for such violations which would not have a Material Adverse Effect on the Company; or (iv) result in the creation of any lien upon any of the assets of the Company other than such liens as would not have a Material Adverse Effect on the Company. (e) Other than pursuant to this Agreement, neither the Company nor any Affiliate or Associate of the Company nor, to the Knowledge of the Company, any director or officer of the Company beneficially owns or has the right to acquire a beneficial interest in any Schyan Common Shares.

Consents, Authorizations and Binding Effect. (a) The Company Sellers have full power and authority to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by the Sellers pursuant hereto, and to consummate the transactions contemplated hereby and thereby. On or prior to the Closing Date, all acts and other proceedings required to be taken by or on the part of the Sellers to authorize it to carry out this Agreement and such other agreements and instruments and the transactions contemplated hereby and thereby will have been duly and properly taken. This Agreement has been duly executed and delivered by the Sellers and constitutes, and such other agreements and instruments, when duly executed and delivered by the Sellers, will constitute, legal, valid and binding obligations enforceable in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, (a) have been obtained. Except as specifically disclosed on Schedule 5.2(a) hereto, and except for the matters described in Section 8.1, no approval, authorization, consent or other order or action of or filing by the Sellers with (i) any court, administrative agency, or other governmental authority or (ii) party to one of the Assumed Contracts is required for the execution and delivery by the Sellers of this Agreement or such other agreements and instruments or its consummation of the transactions contemplated hereby or thereby. (b) Rubin may execute, deliver and perform this Agreement Agreement, the Non-Comxxxxxion Agreements and all other agreements to be executed in connection herewith without the necessity of obtaining any consent, approval, authorization or waiver, waiver or giving any notice or otherwise. This Agreement constitutes and, except: (i) when executed and delivered, the approval Non-Competition Agreement will constitute the legal, valid and binding obligations of the Florida Department of Health for the Business Combination and other transactions contemplated hereby; (ii) the approval of the CSE for the Business Combination and other transactions contemplated hereby; (iii) approval by the Company Shareholders of the Merger; (iv) the filing of Articles of Merger and Plan of Merger Rubin enforceable in accordance with the Florida Department of State under the FBCA; (v) such other consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are (or will be at the Effective Time) unconditional, and in full force and effect, and notices which have been given on a timely basis; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Merger and the Business Combination or otherwise prevent the Company from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on the Company. (b) The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Merger and the Business Combination, subject to the approval of the Company Meeting Matters by the Company Shareholderstheir respective terms. (c) This Agreement has been duly executed and delivered by the Company and (assuming due Authorization, execution and delivery by all other Parties hereto) constitutes a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery, delivery and performance of this Agreement and the Non-Competition Agreements, assuming that the consents, approvals, authorizations, waivers and notices set forth on Schedule 5.2 (a) hereto are obtained or given, will not: (i) to the best of the knowledge of Sellers after due inquiry, conflict with, result in a material breach of, constitute a violation default, with or without notice and/or lapse of time, under, result in being declared void or voidable any provision of, or result in any right to terminate or cancel any of the articles Assumed Contracts or any contract, agreement, license or commitment to which Sellers or any of incorporation their properties is bound and bylaws which is material to the operations of the CompanyCompany or CML; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which the Company is a party or as to which any of its property is subject, except where the occurrence of any item described in this clause (ii) would not have a Material Adverse Effect on the Company; (iii) except as otherwise provided in Section 4.15(b), constitute a violation of any Law statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to the Assets or the business of the Company or its business except for such violations which would not have a Material Adverse Effect on the CompanyCML to be acquired by Purchaser pursuant to this Agreement; or (iviii) result in (A) the acceleration of any material debt or other obligation of the Sellers, except for debts and obligations identified in Schedule 5.2(c)(iii) hereto which will be satisfied by the Sellers at the Closing; (B) the creation of any lien Lien (as defined in Section 5.4) upon any of the assets of Assets; or (C) the Company other than such liens as would not have a Material Adverse Effect on the Company. (e) Other than pursuant termination or cancellation or right to this Agreement, neither the Company nor terminate or cancel any Affiliate or Associate of the Company nor, obligation owed to the Knowledge of the Company, any director or officer of the Company beneficially owns or has the right to acquire a beneficial interest in any Schyan Common SharesSellers.