Common use of Consents Under Agreements Clause in Contracts

Consents Under Agreements. Parent 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 Contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (Usf&g Corp), Agreement and Plan of Merger (Western National Corp)

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Consents Under Agreements. Parent 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 Parent or any of its Subsidiaries is a party, except for those for consents or approvals which the failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material -45- 52 Adverse Effect or is not reasonably likely to prevent or to materially burden delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

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

Consents Under Agreements. Parent 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 Contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and or approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to 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. Parent shall have obtained the consent or approval of each Person person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract agreement to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect on the Company or is not reasonably likely to prevent or to materially burden or materially impair adversely affect the ability of Parent 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. Parent shall have obtained the consent or approval of each Person person listed on Schedule 7.3(c) of this Agreement and each person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this AgreementEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Carreker Corp), Agreement and Plan of Merger (Checkfree Corp \Ga\)

Consents Under Agreements. Each of Parent and the Sub 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 Transactions under any Contract agreement to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is would not reasonably likely be expected to have a Parent Material Adverse Effect on Parent and its Subsidiaries taken as a whole or is not reasonably likely to prevent or to materially burden or materially impair adversely affect the ability of Parent or the Sub to consummate the transactions contemplated by this AgreementTransactions.

Appears in 2 contracts

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

Consents Under Agreements. Parent 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 Contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvalsor approvals is not, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not not, individually or in the aggregate, reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc), Agreement and Plan of Merger (American Bankers Insurance Group Inc)

Consents Under Agreements. The Parent 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 Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or party in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate connection with the transactions contemplated by this Agreement., except to the extent the failure to obtain such approval would not have a Material Adverse Effect

Appears in 2 contracts

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

Consents Under Agreements. Parent 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 Contract to which Parent or any of its Subsidiaries is a party, except those for which the failure to obtain such consents and approvalsconsent or approval would not, individually or in the aggregate, is not reasonably likely be expected to have a Parent Material Adverse Effect on Parent, provided that Parent and the Company agree that the failure to obtain any one of the consents or is approvals set forth on Item 8.2(e) of the Parent Letter shall not reasonably likely in and of itself be expected to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect on Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Public Service Enterprise Group Inc)

Consents Under Agreements. Parent 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 Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Detroit Edison Co), Agreement and Plan of Merger (MCN Energy Group Inc)

Consents Under Agreements. Parent 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 Contract to which Parent or any of its Subsidiaries is a party, except those for which the failure to obtain such consents and approvalsconsent or approval, individually or in the aggregate, is would not be reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to prevent, materially burden delay or materially impair the ability of Parent to consummate the transactions contemplated by this AgreementAgreement and the Arrangement.

Appears in 2 contracts

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

Consents Under Agreements. The Parent shall have obtained the consent consent, approval or approval waiver of each Person person that is not a Governmental Entity whose consent consent, approval or approval waiver shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which Parent or any of its Subsidiaries is a partyAgreement, except those for which failure to obtain such consents and approvalsconsents, approval or waiver, individually or in the aggregate, is not reasonably likely to would have a Parent no Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair on the ability of Parent to consummate the transactions contemplated by this AgreementParent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brokat Infosystems Ag), Agreement and Plan of Merger (Blaze Software Inc)

Consents Under Agreements. Parent 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 Contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvalsor approvals is not, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this AgreementEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American International Group Inc)

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Consents Under Agreements. Parent 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 Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

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

Consents Under Agreements. Parent shall have obtained the consent or approval of each Person person whose consent or approval shall be required in order to consummate connection with the transactions contemplated by this Agreement hereby under any Contract indenture, mortgage, evidence of indebtedness, lease or other agreement or instrument to which Parent or any one of its Subsidiaries is a party, except those for which where the failure to obtain such consents and approvalsthe same would not reasonably be expected, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect on Parent or is not reasonably likely to prevent the Company or to materially burden or materially impair the ability of Parent to consummate 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. Parent shall have obtained the consent or approval of each Person person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, approvals is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this AgreementEffect.

Appears in 1 contract

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

Consents Under Agreements. Parent 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 -67- 74 material Contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dte Energy Co)

Consents Under Agreements. Parent 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 Parent or any of its Subsidiaries is a party, except those for which failure party and the Company shall have received a certificate to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability effect signed on behalf of Parent to consummate by the transactions contemplated by this AgreementPresident of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vornado Realty Trust)

Consents Under Agreements. Parent 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 Debt Contract or Other Contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this AgreementEffect.

Appears in 1 contract

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

Consents Under Agreements. Parent shall have obtained the consent or approval of each Person person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract contract to which Parent or any of its Subsidiaries is a party, except those for which failure to obtain such consents and approvals, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or is not reasonably likely to prevent or to materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this AgreementEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Innovation Inc)

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