Except for. (i) the filing of the Certificate of Designations for the Series B 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 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 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 Chiste, 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 B A 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 Chiste 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 Company 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 ChisteMarine, 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 B Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of Nevada Colorado, (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, Approval which in any case shall be required to have occurred subsequent to the Closing, the execution and delivery of this Agreement by Chiste 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 Company 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 ChisteParent, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc)
Except for. (i) the filing of the Certificate of Designations for the Series B A Preferred Stock ("Certificate of Designations") with the appropriate authorities and pursuant to the laws of the State of Nevada Delaware, 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 Chiste 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 Company 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 ChisteCentury, 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)