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 the Contracts listed in Section 7.2(c) of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required under any Contract except for such consents or approvals the failure to obtain would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or be reasonably likely to prevent the Company from consummating the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Clearview Cinema Group Inc), Agreement and Plan of Merger (Clearview Cinema Group Inc), Agreement and Plan of Merger (CSC Holdings Inc)

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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 Contracts listed in Section 7.2(c) Company or any of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval its Subsidiaries is required under any Contract a party except for such consents or approvals the failure of which to obtain would not, individually or in the aggregate, not be reasonably likely to have result in a Company Material Adverse Effect or be reasonably likely to prevent material adverse effect on Parent and the Company from consummating (together with all Subsidiaries of Parent and the transactions contemplated by this AgreementCompany) taken as a whole.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Columbia Energy Group), Agreement and Plan of Merger (Nisource Inc)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person (other than the Governmental Entities referred to in Section 7.1(b)) whose consent or approval shall be required under in connection with the Contracts listed in Section 7.2(c) of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required transactions contemplated hereby under any Contract indenture, mortgage, evidence of indebtedness, lease or other agreement or instrument, except for such consents or approvals where the failure to obtain the same would notnot reasonably be expected, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect or Company Material Adverse Effect or be reasonably likely to prevent (as the Company from consummating the transactions contemplated by this AgreementSurviving Corporation).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hudson James T), Agreement and Plan of Merger (Inacom 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 Contracts listed Company or any of its Subsidiaries is a party in connection with the transactions contemplated by this Agreement, except for those set forth in Section 7.2(c5.1(d)(ii) of the Parent Company Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required under any Contract except for such consents or approvals where the failure to obtain would notsuch consent or approval, individually or in the aggregate, would not reasonably be reasonably likely expected to have result in a Company Material Adverse Effect or be reasonably likely to prevent the Company from consummating the transactions contemplated by this AgreementEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (At&t Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person (other than the Governmental Entities referred to in Section 7.1(b)) whose consent or approval shall be required in connection with the transactions contemplated hereby under the Contracts listed any Contract, as reflected (or required to be reflected) in Section 7.2(c) 3.7 of the Parent Company Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required under any Contract Schedule, except for such consents or approvals where the failure to obtain the same would notnot reasonably be expected, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect or Company Material Adverse Effect or be reasonably likely to prevent (as the Company from consummating the transactions contemplated by this AgreementSurviving Corporation).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quintiles Transnational Corp)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person that is not a Governmental Entity whose consent or approval shall be required under in connection with the Contracts listed in Section 7.2(c) of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required transactions contemplated hereby under any Contract loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except for such consents or approvals as to which the failure to obtain such consents and approvals would not, in the reasonable opinion of Parent, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or be reasonably likely to prevent on the Company from consummating or upon the consummation of the transactions contemplated by in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (True North 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 Contract to which the Contracts listed in Section 7.2(c) Company or any of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval its Subsidiaries is required under any Contract a party except for such consents or approvals the failure of which to obtain would not, individually or in the aggregate, not be reasonably likely to have result in a Company Material Adverse Effect or be reasonably likely to prevent material adverse effect on Parent and the Company from consummating (together with all Subsidiaries of Parent and the transactions contemplated by this Agreement.Company) taken as a whole. 50

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nisource Inc)

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Consents Under Agreements. The Company shall have obtained the consent or approval of each Person (other than the Consents of the Regulatory Authorities) whose consent or approval shall be required under in order to permit the Contracts listed in Section 7.2(c) succession by Parent to any obligation, right or interest of the Parent Disclosure Letter Company and all other consents or approvals from each Person whose consent or approval is required the Company Bank under any Contract loan or credit agreement, note, mortgage, indenture, lease, license, or other agreement or instrument, except those for such consents or approvals the which failure to obtain such Consents would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect on Parent or be reasonably likely to prevent upon the Company from consummating consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Princeton Bancorp, Inc.)

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person (other than the Governmental Entities referred to in Section 6.1(c)) whose consent or approval shall be required under in connection with the Contracts listed in Section 7.2(c) of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required transactions contemplated hereby under any Contract indenture, mortgage, evidence of indebtedness, lease or other agreement or instrument, except for such consents or approvals where the failure to obtain the same would notnot reasonably be expected, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or be reasonably likely to prevent on the Company from consummating or Parent or upon the consummation of the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: 5 Iii Agreement and Plan of Merger

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person (other than the Governmental Entities referred to in Section 6.1(c)) whose consent or approval shall be required under in connection with the Contracts listed in Section 7.2(c) of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required transactions contemplated hereby under any Contract indenture, mortgage, evidence of indebtedness, lease or other agreement or instrument, except for such consents or approvals where the failure to obtain the same would notnot reasonably be expected, in the good faith opinion of Parent, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or be reasonably likely to prevent on the Company from consummating or Parent or upon the consummation of the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rorie Margaret S)

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