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

Consents, Authorizations and Binding Effect. (a) Xxxxxx and each Xxxxxx Group Member may execute, deliver, and perform this Agreement and each other Transaction Document to which it is party without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval of the Xxxxxx Resolution by a simple majority of the Xxxxxx Shareholders present in person or by proxy at the Xxxxxx Meeting; (ii) those disclosed in Section 3.2(a) of the Xxxxxx Disclosure Letter; (iii) consents, approvals, authorizations and waivers, which have been obtained, and are unconditional and in full force and effect and notices which have been given on a timely basis; or (iv) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement or otherwise prevent Xxxxxx from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on Xxxxxx or the Xxxxxx Group. (b) Xxxxxx has the full power and authority to execute and deliver this Agreement and each other Transaction Document to which it is party and to perform its obligations hereunder and to complete the Arrangement. (c) The Directors of Xxxxxx have unanimously (other than those Directors who abstained from voting) approved this Agreement and each other Transaction Document to which Xxxxxx is party. (d) This Agreement has been duly executed and delivered by Xxxxxx and constitutes the legal, valid, and binding obligation of Xxxxxx 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 defences and to the discretion of the court before which any proceeding therefor may be brought. (e) The execution, delivery, and performance of this Agreement and each Transaction Document to which it is party by Xxxxxx will not: (i) constitute a violation of the Certificate or Articles of Incorporation (or like charter documents) or By-Laws, each as amended, of any Xxxxxx Group Member; (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 Contract, permit or license to which any Xxxxxx Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on the Xxxxxx Group; (iii) constitute a violation of any Law applicable or relating to any Xxxxxx Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on any Xxxxxx Group Member; or (iv) result in the creation of any Lien upon any of the assets of any Xxxxxx Group Member, other than such Liens as would not have a Material Adverse Effect on the Xxxxxx Group; and (v) the Xxxxxx Shares issuable pursuant to this Agreement and any other Transaction Document will, at the Effective Time, have been duly created and be duly and validly issued as fully paid and non-assessable common shares in the capital of Xxxxxx.

Consents, Authorizations and Binding Effect. (a) Xxxxxx and each Xxxxxx Group Member ‎Limitless may execute, deliver, deliver and perform this Agreement and each other Transaction Document to which it is party without the necessity of obtaining any consent, approval, authorization or waiver, or giving ‎giving any notice or otherwise, except:except:‎ (i) the approval of the Xxxxxx Resolution by a simple majority of the Xxxxxx Shareholders present in person or by proxy at the Xxxxxx Meeting; (ii) those disclosed in Section 3.2(a) of the Xxxxxx Disclosure Letter; (iii) consents, approvals, authorizations and waivers, waivers which have been obtained, obtained ‎‎(or will be obtained prior to the Effective Date) and are unconditional ‎unconditional, and in full force and effect effect, and notices which have been ‎been given on a timely basisbasis;‎ (ii) the requisite approval of the Limitless Shareholders of ‎the Limitless Amalgamation Resolution; or (iviii) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement Amalgamation or otherwise prevent Xxxxxx Limitless from performing its obligations under this Agreement and would ‎would not be reasonably likely to have a Material Adverse Effect on Xxxxxx or the Xxxxxx Group.‎Limitless.‎ (b) Xxxxxx Limitless has the full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is party and to perform its obligations hereunder and to complete the Arrangement.‎Amalgamation, subject to the approval of the Limitless Amalgamation ‎Resolution by the Limitless Shareholders.‎ (c) The Directors board of Xxxxxx have unanimously directors of Limitless has: (other than those Directors who abstained from votingi) approved the Business Combination and the execution, delivery and performance of this Agreement and each other Transaction Document (ii) ‎directed that the Limitless Amalgamation Resolution be submitted to which Xxxxxx is party.the ‎Limitless Shareholders.‎ (d) This ‎This Agreement has been duly executed and delivered by Xxxxxx and Limitless ‎and constitutes the a legal, valid, and binding obligation of Xxxxxx enforceable Limitless, ‎enforceable against it in accordance with its terms, except:except:‎ (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws ‎Laws of general application relating to or affecting the enforcement of ‎of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable ‎equitable relief may be subject to equitable defences defenses and to the discretion ‎discretion of the court before which any proceeding therefor may be brought.‎brought.‎ (e) The ‎The execution, delivery, and performance of this Agreement and each Transaction Document to which it is party by Xxxxxx will not:not:‎ (i) constitute ‎constitute a violation of the Certificate or Articles notice of Incorporation (or like charter documents) or By-Laws, each as amended, of any Xxxxxx Group Member;the constating documents ‎of Limitless;‎ (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation‎cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under ‎under or the creation of any benefit or right of any third party under any material Contract, permit material ‎permit or material license to which any Xxxxxx Group Member Limitless is a party or as to which any of its property is subject ‎subject which would in any such case would have a Material Adverse Effect on the Xxxxxx Group;Limitless;‎ (iii) constitute a violation of any Law applicable or relating to any Xxxxxx Group Member Limitless or their respective businesses its business except for such ‎such violations which would not have a Material Adverse Effect on any Xxxxxx Group MemberLimitless; or (iv) result in the creation of any Lien lien upon any of the assets of any Xxxxxx Group Member, Limitless other than such Liens liens as would ‎would not have a Material Adverse Effect on the Xxxxxx Group; and (v) the Xxxxxx Shares issuable pursuant to this Agreement and any other Transaction Document will, at the Effective Time, have been duly created and be duly and validly issued as fully paid and non-assessable common shares in the capital of Xxxxxx.Limitless.‎

Consents, Authorizations and Binding Effect. (a) Xxxxxx and each Xxxxxx Group Member Wabi may execute, deliver, and perform this Agreement and each other Transaction Document to which it is party without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the approval of the Xxxxxx Resolution by a simple majority CSE for the issuance of the Xxxxxx Shareholders present in person or by proxy at the Xxxxxx MeetingWabi Shares contemplated hereby, if applicable; (ii) those disclosed in Section 3.2(a) of any approvals required by the Xxxxxx Disclosure LetterInterim Order and the Final Order; (iii) consents, approvals, authorizations and waivers, which have been obtainedobtained (or will be obtained prior to the Effective Date), and are unconditional and in full force and effect and notices which have been given on a timely basis; or (iv) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement or otherwise prevent Xxxxxx Wabi from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on Xxxxxx or the Xxxxxx GroupWabi. (b) Xxxxxx Wabi has the full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is party and to perform its obligations hereunder and to complete the Arrangement. (c) The Directors Wabi Board has unanimously approved the Arrangement and the execution, delivery and performance of Xxxxxx have unanimously (other than those Directors who abstained from voting) approved this Agreement and each other Transaction Document to which Xxxxxx is partyAgreement. (d) This Agreement has been duly executed and delivered by Xxxxxx Wabi and constitutes the a legal, valid, and binding obligation of Xxxxxx Wabi 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 defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (e) The execution, delivery, and performance of this Agreement and each Transaction Document to which it is party by Xxxxxx the completion of the Arrangement will not: (i) constitute a violation or breach of the Certificate or Articles articles of Incorporation (or like charter documents) or By-Laws, each as amended, of any Xxxxxx Group MemberWabi; (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 Contract, permit or license to which any Xxxxxx Group Member Wabi is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on the Xxxxxx GroupWabi; (iii) constitute a violation of any Law applicable or relating to any Xxxxxx Group Member Wabi or their respective businesses its business except for such violations which would not have a Material Adverse Effect on any Xxxxxx Group MemberWabi; or (iv) result in the creation of any Lien lien upon any of the assets of any Xxxxxx Group MemberWabi, other than such Liens liens as would not have a Material Adverse Effect on the Xxxxxx Group; andWabi. (vf) Wabi or any Affiliate or Associate of Wabi is the Xxxxxx Shares issuable pursuant registered owner of, beneficially owns or has the right to this Agreement and acquire a beneficial interest in, any other Transaction Document will, at the Effective Time, have been duly created and be duly and validly issued as fully paid and non-assessable common shares in the capital of XxxxxxBuena Vista Shares.

Consents, Authorizations and Binding Effect. (a) Xxxxxx and each Xxxxxx Group Member ‎Bismark may execute, deliver, deliver and perform this Agreement and each other Transaction Document to which it is party without the necessity of obtaining any consent, approval, authorization or waiver, or giving ‎giving any notice or otherwise, except:except:‎ (i) the approval of the Xxxxxx Resolution by a simple majority of the Xxxxxx Shareholders present in person or by proxy at the Xxxxxx Meeting; (ii) those disclosed in Section 3.2(a) of the Xxxxxx Disclosure Letter; (iii) consents, approvals, authorizations and waivers, waivers which have been obtained, obtained ‎‎(or will be obtained prior to the Effective Date) and are unconditional ‎unconditional, and in full force and effect effect, and notices which have been ‎been given on a timely basis; (ii) the written consent and waiver of the Bismark Shareholders holding at least 51% of the outstanding Bismark Shares with respect to ‎the Business Combination and the Share Exchange Agreement; (iii) the written consent and waiver of each of Enterprise Ireland and Dogpatch Labs with respect to ‎the Business Combination and the Share Exchange Agreement; orand (iv) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement Amalgamation or otherwise prevent Xxxxxx Bismark from performing its obligations under this Agreement and would ‎would not be reasonably likely to have a Material Adverse Effect on Xxxxxx or the Xxxxxx Group.‎Bismark.‎ (b) Xxxxxx Bismark has the full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is party and to perform its obligations hereunder and to complete the Arrangement.‎Share Exchange.‎ (c) The Directors board of Xxxxxx have unanimously (other than those Directors who abstained from voting) directors of Bismark has approved the Business Combination and the execution, delivery and performance of this Agreement and each other Transaction Document to which Xxxxxx is party.Agreement.‎ (d) This ‎This Agreement has been duly executed and delivered by Xxxxxx and Bismark ‎and constitutes the a legal, valid, and binding obligation of Xxxxxx enforceable Bismark, ‎enforceable against it in accordance with its terms, except:except:‎ (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws ‎Laws of general application relating to or affecting the enforcement of ‎of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable ‎equitable relief may be subject to equitable defences defenses and to the discretion ‎discretion of the court before which any proceeding therefor may be brought.‎brought.‎ (e) The ‎The execution, delivery, and performance of this Agreement and each Transaction Document to which it is party by Xxxxxx will not:not:‎ (i) constitute ‎constitute a violation of the Certificate or Articles of Incorporation (or like charter documents) or By-Laws, each as amended, of any Xxxxxx Group Member;constating documents ‎of Bismark;‎ (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation‎cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under ‎under or the creation of any benefit or right of any third party under any material Contract, permit material ‎permit or material license to which any Xxxxxx Group Member Bismark is a party or as to which any of its property is subject ‎subject which would in any such case would have a Material Adverse Effect on the Xxxxxx Group;Bismark;‎ (iii) constitute a violation of any Law applicable or relating to any Xxxxxx Group Member Bismark or their respective businesses its business except for such ‎such violations which would not have a Material Adverse Effect on any Xxxxxx Group MemberBismark; or (iv) result in the creation of any Lien lien upon any of the assets of any Xxxxxx Group Member, Bismark other than such Liens liens as would ‎would not have a Material Adverse Effect on the Xxxxxx Group; and (v) the Xxxxxx Shares issuable pursuant to this Agreement and any other Transaction Document will, at the Effective Time, have been duly created and be duly and validly issued as fully paid and non-assessable common shares in the capital of Xxxxxx.Bismark.‎

Consents, Authorizations and Binding Effect. (a) Xxxxxx Each of Varlen and each Xxxxxx Group Member may ------------------------------------------- Seller and the Company has full corporate power and authority to execute, deliver, deliver and perform its respective obligations under this Agreement and each other Transaction Document to which it is party without the necessity of obtaining any consent, approval, authorization authorization, advice or waiver, waiver or giving any notice or otherwisenotice, except: (i) the approval of the Xxxxxx Resolution by a simple majority of the Xxxxxx Shareholders present in person or by proxy at the Xxxxxx Meeting; (ii) those disclosed in Section 3.2(a) of the Xxxxxx Disclosure Letter; (iii) except for such consents, approvals, authorizations authorizations, advice or waivers (individually a "Consent" and waivers, collectively "Consents") which have been obtained, obtained and are unconditional and in full force and effect and such notices (individually a "Notice" and collectively "Notices") which have been given duly given, all of which are listed on a timely basis; or (ivSection 2.1(b) those whichof the Disclosure Schedule, if not obtained or made, and except for Consents and Notices which are required under immaterial contracts the absence of which would not prevent have a material adverse effect on the assets, business, financial condition or delay the consummation results of operations of the Arrangement Company or otherwise prevent Seller. The board of directors of Seller, Varlen and Xxxxxx from performing its obligations under have duly authorized the execution or counter-signature, delivery and performance of this Agreement by Varlen, Seller, Xxxxxx and would not be reasonably likely the Company. After having been informed of the intended transfer of the Interest by the Seller to have a Material Adverse Effect on Xxxxxx or Buyer, Xxxxxx, sole other equity holder of the Xxxxxx Group. (b) Xxxxxx has the full power and authority Company, intervenes to execute and deliver this Interest Purchase Agreement and each other Transaction Document to which it hereby approves said transfer and Buyer is party and to perform its obligations hereunder and to complete a new equity holder of the Arrangement. (c) The Directors of Xxxxxx have unanimously (other than those Directors who abstained from voting) approved this Agreement and each other Transaction Document to which Xxxxxx is party. (d) Company. This Agreement has been duly executed and delivered by each of Varlen, Seller, Xxxxxx and the Company and constitutes the their respective legal, valid, valid and binding obligation of Xxxxxx obligations, enforceable against it them in accordance with its terms, except: (i) except as may be limited by bankruptcy, reorganization, insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights 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 defences and to the discretion of the court before which any proceeding therefor may be brought. (e) . The execution, delivery, delivery and performance of this Agreement by Varlen, Seller and each Transaction Document to which it is party by Xxxxxx the Company, and the consummation of the transactions contemplated thereby will not: (i) constitute a violation of the Certificate or Articles of Incorporation (or like charter documents) or By-Laws, each as amended, of any Xxxxxx Group Member; (ii) conflict with, result in the breach of of, or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss acceleration of any material benefit under contract, agreement, commitment, undertaking, restriction or instrument to which either Varlen, Seller or the creation of any benefit or right of any third party under any Contract, permit or license to which any Xxxxxx Group Member Company is a party or as to by which any either of its property is subject which would in any such case have a Material Adverse Effect on the Xxxxxx Groupthem may be bound or affected; (iiiii) constitute a violation of any Law statute, judgment, order, decree, regulation or rule of any court, governmental authority or arbitrator applicable or relating to any Xxxxxx Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on any Xxxxxx Group Memberbinding upon either Varlen, Seller or the Company; or (iviii) result in the creation of violate any Lien upon any provision of the assets Articles of any Xxxxxx Group Member, other than such Liens as would not have a Material Adverse Effect on Incorporation or Bylaws of either Varlen or Seller or the Xxxxxx Group; and (v) the Xxxxxx Shares issuable pursuant to this Agreement and any other Transaction Document will, at the Effective Time, have been duly created and be duly and validly issued as fully paid and non-assessable common shares in the capital of XxxxxxCompany.