Consents; Permits; Defaults. Assuming the accuracy of the representations and warranties of the Investor in Section 3.2, other than as contemplated in the Transaction Documents, none of the execution, delivery or performance of the Transaction Documents by the Company, the consummation by the Investor of any transaction contemplated by the Transaction Documents, or compliance by the Company with any of the provisions of the Transaction Documents will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Authority or any other Person, other than the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has not had a Material Adverse Effect on the Company.
Consents; Permits; Defaults. No notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority is required by or with respect to, MSC or Merger Sub in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents by MSC and Merger Sub, except for the filing of the Certificate of Merger and any filing required to be made with the Commission and under state blue sky laws. MSC and Merger Sub have all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of MSC or Merger Sub. All such Permits are listed on Schedule 2.4. No notice has been issued and no investigation, inquiry or review is pending or, to MSC’s or Merger Sub’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by MSC or Merger Sub of any law, ordinance, regulation, order, policy, guideline or any other Legal Requirement of any Governmental Authority, or (ii) any alleged failure to have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of MSC and Merger Sub. There are no defaults, and neither MSC or Merger Sub have any Knowledge of any reason why any default will occur hereafter, whether as a result of the consummation of the Merger or the other Transactions or otherwise, in any obligation to be performed by any party to a Contract to which MSC or Merger Sub is a party or by which it is bound.
Consents; Permits; Defaults. Assuming the accuracy of the representations and warranties of the Stockholders in Article 3, other than as contemplated in this Agreement, neither the execution, delivery or performance of this Agreement by DPW, nor compliance by DPW with any of the provisions of this Agreement will, with the exception of the Required Approvals, require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Authority or any other Person, other than the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Authority or any other Person, individually or in the aggregate, has not had a Material Adverse Effect on DPW.
Consents; Permits; Defaults. No notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority is required by or with respect to, the Company in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents by the Company, except for the filing of the Certificate of Merger. The Company has all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of the Company. No notice has been issued and no investigation, inquiry or review is pending or, to the Company’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company of any law, ordinance, regulation, order, policy, guideline or any other Legal Requirement of any Governmental Authority, or (ii) any alleged failure to have all Permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of the Company. There are no defaults, and the Company has no Knowledge of any reason why any default will occur hereafter, whether as a result of the consummation of the Merger or the other Transactions or otherwise, in any obligation to be performed by any party to a Contract to which the Company is a party or by which it is bound.
Consents; Permits; Defaults. Assuming (a) the applicable requirements of the Israeli Securities Law and of the Tel Aviv Stock Exchange have been satisfied, (b) compliance with Antitrust Laws, (c) the Section 350 Voting Approval is obtained, (d) the Court Approval is obtained, (e) the Interim Israeli Tax Ruling is obtained, (f) the filing with the Commission of the Form S-4, and declaration of effectiveness of the Form S-4, and the filing with the Commission of such other reports required in connection with the Merger under, and such other compliance with, the Exchange Act and the Securities Act and the rules and regulations thereunder, and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Company Ordinary Shares, no notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority is required by or with respect to, the Company in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents by the Company. The Company and each Company Subsidiary has all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of the Company. No notice has been issued and no investigation, inquiry or review is pending or, to the Company’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company or any Company Subsidiary of any law, ordinance, regulation, order, policy, guideline or any other Legal Requirement of any Governmental Authority, or (ii) any alleged failure to have all Permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of the Company or any Company Subsidiary. There are no defaults, and the Company has no Knowledge of any reason why any default will occur hereafter, whether as a result of the consummation of the Merger or the other Transactions or otherwise, in any obligation to be performed by any party to a Contract to which the Company is a party or by which it is bound. EXECUTION COPY
Consents; Permits; Defaults. No notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority or the Principal Exchange is required by or with respect to, the Purchaser in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents and the Transactions by the Purchaser. The Purchaser has all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of the Purchaser.
Consents; Permits; Defaults. No notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority or the Principal Exchange is required by or with respect to, the Parent Parties or the Principal Shareholder in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents and the Transactions by the Parent Parties or the Principal Shareholder. The Parent has all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of the Parent. All such Permits are listed on Schedule 7.4 of the Parent Disclosure Schedule. No notice has been issued and no investigation, inquiry or review is pending or, to Parent’s or the Principal Shareholder’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Parent of any law, ordinance, regulation, order, policy, guideline or any other Legal Requirement of any Governmental Authority, or (ii) any alleged failure to have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of the Parent. There are no defaults, and neither the Parent nor the Principal Shareholder has any Knowledge of any reason why any default will occur hereafter, whether as a result of the consummation of the Transfer or the other Transactions or otherwise, in any obligation to be performed by any party to a Contract to which the Parent is a party or by which it is bound.
Consents; Permits; Defaults. No notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority is required by or with respect to, the DPWF Parties in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents by DPWF. DPWF has all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of DPWF. All such Permits are listed on Schedule 2.4. No notice has been issued and no investigation, inquiry or review is pending or, to DPWF’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by DPWF of any law, ordinance, regulation, order, policy, guideline or any other Legal Requirement of any Governmental Authority, or (ii) any alleged failure to have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the business of DPWF. There are no defaults, and DPWF has no Knowledge of any reason why any default will occur hereafter, whether as a result of the consummation of the Exchange or the other Transactions or otherwise, in any obligation to be performed by any party to a Contract to which DPWF is a party or by which it is bound.
Consents; Permits; Defaults. Except as listed on Schedule 5.4, no notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority is required by or with respect to, Glendale in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents by Glendale. Glendale has all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of Glendale. Glendale has the sole rights, title or interests in and to all such Permits. All such Permits are listed on Schedule 5.4. Except as listed on Schedule 5.4, no notice has been issued and no investigation, inquiry or review is pending or, to Glendale’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by Glendale of any law, ordinance, regulation, order, policy, guideline or any other Legal Requirement of any Governmental Authority, or (ii) any alleged failure to have all Permits, certificates, Licenses, approvals and other authorizations required in connection with the operation of the business of Glendale. There are no defaults, and Glendale has no Knowledge of any reason why any default will occur hereafter, whether as a result of the consummation of the Exchange or the other Transactions or otherwise, in any obligation to be performed by any party to a Contract to which Glendale is a party or by which it is bound.
Consents; Permits; Defaults. No notification to and no authorization, consent, approval, license, permit, registration, declaration, filing or order of any Governmental Authority is required by or with respect to, GHC in connection with the execution, delivery and performance of this Agreement and/or the Transaction Documents by GHC. GHC has all Permits required in connection with the operation of its business as presently conducted, except for those that the absence of which do not affect and will not affect, materially and adversely, the business, financial condition or the results of operations of GHC. GHC has the sole rights, title or interests in and to all such Permits. All such Permits are listed on Schedule 7.4. No notice has been issued and no investigation, inquiry or review is pending or, to GHC’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by GHC of any law, ordinance, regulation, order, policy, guideline or any other Legal Requirement of any Governmental Authority, or (ii) any alleged failure to have all Permits, certificates, Licenses, approvals and other authorizations required in connection with the operation of the business of GHC. There are no defaults, and GHC has no Knowledge of any reason why any default will occur hereafter, whether as a result of the consummation of the Exchange or the other Transactions or otherwise, in any obligation to be performed by any party to a Contract to which GHC is a party or by which it is bound.
