Consents; Transferability Sample Clauses

Consents; Transferability. (a) Other than (i) in connection with or in compliance with the Exchange Act, (ii) as set forth in Schedule 4.5 annexed hereto or (iii) in connection with obtaining the adoption by and approval of the Company's shareholders for the transactions contemplated hereby, no notice to, filing with, or Consent of, any Person is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such Consents which, if not obtained, are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Prior to the Closing, the Company shall have given all notices, made all filings and obtained all Consents set forth in Schedule 4.5 annexed hereto. (b) Subject to obtaining the Consents set forth in Schedule 4.5 annexed hereto, the interest of the Company in all claims, Contracts, licenses, leases and commitments and all of the other Assets in which the Company has an interest shall not, upon the consummation of the transactions contemplated hereby, including the Merger, be terminated or defaulted in any manner whatsoever by said consummation except for such terminations or defaults which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and such claims, Contracts, licenses, leases, commitments and Assets shall be the property of the Surviving Corporation immediately thereafter, and the Surviving Corporation shall have all of the right, title and interest which the Company had available to it prior to the consummation of the Merger in and to such claims, Contracts, licenses, leases, commitments and Assets except where the failure to obtain such right, title and interest are not reasonably likely, individually or in the aggregate, to have a Material A-12
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Consents; Transferability. (a) Except to the extent described in Section 3.3 of the Disclosure Schedule, no consent or waiver of, or filing with, any person or entity (governmental or otherwise) is required to be obtained in order for Seller to execute, deliver or perform any of its obligations under this Agreement or any of the Ancillary Documents. (b) Subject to obtaining the consents set forth in Section 3.3 of the Disclosure Schedule, the interest of Seller in all Purchased Assets shall not, upon the consummation of the transactions contemplated in this Agreement, be terminated or subject to termination in any manner whatsoever by said consummation, and such Purchased Assets shall be the property of Buyer immediately thereafter, and Buyer shall have all of the right, title and interest which Seller had available to it prior to the consummation of the Closing in and to such Purchased Assets. The interest of Seller in all Purchased Assets is sufficient to allow Buyer to operate the Business, as such Business was conducted immediately prior to the Closing.
Sample 1
Consents; Transferability. (a) Except to the extent described in Section 3.3 of the Disclosure Schedule, and except as will not have a Material Adverse Effect on the Purchased Assets or the Business, no consent or waiver of, or filing with, any person or entity (governmental or otherwise) is required to be obtained in order for Seller to execute, deliver or perform any of its obligations under this Agreement or any of the Ancillary Documents. (b) Subject to obtaining the consents set forth in Section 3.3 of the Disclosure Schedule, the interest of Seller in all Purchased Assets shall not, upon the consummation of the transactions contemplated in this Agreement, be terminated or subject to termination in any manner whatsoever by said consummation, and such Purchased Assets shall be the property of Buyer immediately thereafter, and Buyer shall have all of the right, title and interest which Seller had available to it prior to the consummation of the Closing in and to such Purchased Assets. The interest of Seller in all Purchased Assets is sufficient to allow Buyer to operate the Business, as such Business was conducted immediately prior to the Closing.
Sample 1
Consents; Transferability. (a) Other than (i) in connection with or in compliance with the Exchange Act, (ii) as set forth in Schedule 4.5 annexed hereto or (iii) in connection with obtaining the adoption by and approval of the Company's shareholders for the transactions contemplated hereby, no notice to, filing with, or Consent of, any Person is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such Consents which, if not obtained, are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Prior to the Closing, the Company shall have given all notices, made all filings and obtained all Consents set forth in Schedule 4.5 annexed hereto.
Sample 1

Related to Consents; Transferability

  • Non-Transferability Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Transferability This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

  • Compliance with Restrictions Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable nor accountable to such Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

  • Nontransferability The Option shall not be transferable other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee.

  • Non-transferability of Interest None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

  • Non-Transferability of Option This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

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