Except for. (i) the filing of the Certificate of Designations for the Series A Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of Nevada, and (ii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Marine does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Marine is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Marine, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Appears in 1 contract
Except for. (i) the filing of the Certificate of Designations for the Series A Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of Delaware, (ii) the filing of the articles of merger with the appropriate authorities and pursuant to the laws of the State of Delaware and the State of Nevada, and (iiiii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Marine Parent does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Marine Parent is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MarineParent, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Applied Spectrum Technologies Inc)
Except for. (i) the filing of the Certificate of Designations for the Series A Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of NevadaColorado, (ii) the filing of the articles of merger with the appropriate authorities and pursuant to the laws of the State of Delaware, and (iiiii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Marine Parent does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Marine Parent is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MarineParent, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Multi Link Telecommunications Inc)
Except for. (i) the filing of the Certificate of Designations for the Series A B Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of Nevada, Nevada and (ii) the requirement to obtain the Stockholder Approval Approval, which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Marine Chiste does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Marine Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MarineChiste, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Appears in 1 contract
Samples: Exchange Agreement (Chiste Corp)
Except for. (i) the filing of the Certificate of Designations for the Series A Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of NevadaDelaware, and (ii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Marine Century does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Marine Century is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MarineCentury, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Appears in 1 contract
Samples: Exchange Agreement (Century Pacific Financial Corp)
Except for. (i) the filing of the Certificate of Designations for the Series A Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of NevadaFlorida, (ii) the filing of the articles of merger with the appropriate authorities and pursuant to the laws of the State of Delaware, and (iiiii) the requirement to obtain the Stockholder Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Marine Parent does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which Marine Parent is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MarineParent, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Qorus Com Inc)