Common use of Consents Under Agreements Clause in Contracts

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereof, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Banta Corp)

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Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows or is not reasonably likely to prevent or to materially burden or materially impair the counterparty thereto ability of the Company to terminate such material Contract without cause)consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Moore Corporation LTD), Agreement and Plan of Merger (Moore Corporation LTD)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except for those for consents or approvals which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have -43- 50 a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows or materially delay or materially impair the counterparty thereto ability of the Company to terminate such material Contract without cause)consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Jfax Com Inc), Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Efax Com Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have have, a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows on the counterparty thereto Company or is not reasonably likely to terminate such material Contract without cause)materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Specialty Teleconstructors Inc), Agreement and Plan of Merger (Specialty Teleconstructors Inc), Agreement and Plan of Merger (Carpenter Tommie R)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or of approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows or is not reasonably likely to prevent or to materially burden or materially impair the counterparty thereto ability of the Company to terminate such material Contract without cause)consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (Western National Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any Contract (including each Hydrocarbon Contract and any material Contract contract related to the transportation or marketing of Hydrocarbons) to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows and is not reasonably likely to prevent or to materially burden or materially impair the counterparty thereto ability of the Company to terminate such material Contract without cause)consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Occidental Petroleum Corp /De/), Agreement and Plan of Merger (Vintage Petroleum Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract agreement to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows on the counterparty thereto Company or is not reasonably likely to terminate such material Contract without cause)materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Zilog Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have have, a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows on the counterparty thereto to terminate such material Contract without cause)Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Ameritech Corp /De/)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is would not be reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows or prevent, materially delay or materially impair the counterparty thereto ability of the Company to terminate such material Contract without cause)consummate the transactions contemplated by this Agreement and the Arrangement.

Appears in 2 contracts

Samples: Combination Agreement (Donnelley R R & Sons Co), Combination Agreement (Moore Wallace Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such on the Company, or a material Contract which allows adverse effect on the counterparty thereto expected benefits of the Exchange to terminate such material Contract without cause)HomeCom.

Appears in 2 contracts

Samples: License and Exchange Agreement (Eurotech LTD), License and Exchange Agreement (Homecom Communications Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have result in a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Hanmi Financial Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows or is not reasonably likely to materially adversely affect the counterparty thereto ability of the Company to terminate such material Contract without cause)consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Augat Inc), Agreement and Plan of Merger (Thomas & Betts Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior in connection with the transactions contemplated by this Agreement except to the date hereof, except those for which extent that the failure to obtain any such consent or approval, individually or in approval would not materially effect the aggregate, is not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows after the counterparty thereto to terminate such material Contract without cause)consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compex Technologies Inc), Agreement and Plan of Merger (Encore Medical Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the Transactions under any material Contract agreement to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is would not reasonably be expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows on the counterparty thereto Company or is not reasonably likely to terminate such material Contract without cause)materially adversely affect the ability of the Company to consummate the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Isg Resources Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract (including any Material Contract) to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which such consents or approvals, the failure of which to obtain such consent or approval, individually or in the aggregate, is would not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)

Consents Under Agreements. The Company shall have obtained the consent consent, approval or approval other authorization of each Person that is not a Governmental Entity whose consent consent, approval or approval shall be authorization is required under any material Contract to which consummate the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to Merger and the date hereofother transactions contemplated by this Agreement, except those for which the failure to obtain such consent or approvalcould not, individually or in the aggregate, is not reasonably be expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Weight Watchers International Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to in connection with the date hereoftransactions contemplated by this Agreement, except those for which the failure to obtain such consent or of approval, individually or in the aggregate, is not reasonably expected likely to have result in a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Salary. Com, Inc.)

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Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person whose consent or approval shall be required under any material Contract contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, approval is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MPW Industrial Services Group Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such on the Company or a material Contract which allows adverse effect on the counterparty thereto expected benefits of the Exchange to terminate such material Contract without cause).Technest;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Financial Intranet Inc/Ny)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Debt Contract or Other Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ballard Medical Products)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person whose consent or approval shall be required under any material Contract 40 contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, approval is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pegasus Solutions Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such on the Company or a material Contract which allows adverse effect on the counterparty thereto expected benefits of the Merger to terminate such material Contract without cause).Parent;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corzon Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in connection with the consummation of the transactions contemplated hereby under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which where the failure to obtain such consent consents or approvalapprovals, individually or in the aggregate, does not have and is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows or materially impair or delay the counterparty thereto to terminate such material Contract without cause)transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Skyepharma PLC)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person whose consent or approval shall be required in connection with the transactions contemplated hereby under any material Contract indenture, mortgage, evidence of indebtedness, lease or other agreement or instrument to which the Company or any one of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which where the failure to obtain such consent or approvalthe same would not reasonably be expected, individually or in the aggregate, is not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows on the counterparty thereto to terminate such material Contract without cause)Company or Parent or upon the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Telephone & Data Systems Inc /De/)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conmed Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is of approval would not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows on the counterparty thereto Company or, after giving effect to terminate such material Contract without cause)the Merger, Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Data Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected likely to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows or is not reasonably likely to prevent or to materially burden or materially impair the counterparty thereto ability of the Company to terminate such material Contract without cause)consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall have obtained all Investment Company Approvals.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equitable of Iowa Companies)

Consents Under Agreements. The Company shall have obtained the any consent or approval of each any Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereofparty, except those for which the failure to obtain such consent or approvalobtain, which, individually or in the aggregate, is would not reasonably be expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause)Effect.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Amalgamation (Intelsat LTD)

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