Common use of Government Approvals; Required Consents Clause in Contracts

Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company is required in connection with the execution or delivery by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as "Company Governmental Approvals").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metro-Goldwyn-Mayer Inc), Agreement and Plan of Merger (Metromedia International Group Inc)

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Government Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity on the part of the Company Alliance is required in connection with the execution or delivery by the Company Alliance of this Agreement, the consummation by the Company Alliance of the transactions contemplated hereby or compliance by the Company Alliance with the provisions hereof, other than (A) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (B) filings with the SEC and any applicable national securities exchange, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and (E) as otherwise set forth in Section 3.1(g)(i) of the Company Alliance Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as "Company Alliance Governmental Approvals").

Appears in 1 contract

Samples: Stock Purchase Agreement (Metromedia International Group Inc)

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Government Approvals; Required Consents. (i) No consent, approval approval, authorization or authorization action of, or declaration or filing with, with or notice to, any Governmental Entity on the part of the Company Parent or ISN is required in connection with the execution or delivery by the Company Parent of this AgreementAgreement or any of the other Transaction Documents to which Parent is party, the consummation by the Company Parent of the transactions contemplated hereby Transactions or compliance by the Company with the provisions hereofterms hereof or thereof, other than (A) filing the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware in accordance with the DGCLrequirements of California Law, (B) filings with the SEC and any applicable national securities exchangeNASDAQ, (C) filings under state securities or "Blue Sky" laws, (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and , (E) as otherwise set forth in Section 3.1(g)(i3.2(g)(i) of the Company Parent Disclosure Schedule or as would not cause a Material Adverse Effect with respect to the Company (any such consents, approvals, authorizations, declarations, filings or notices specified in clauses (A) through (E) being referred to as the "Company Parent Governmental Approvals")) and (F) such consents, approvals, authorizations, declarations, filings or notices that, individually and in the aggregate, would not have a Material Adverse Effect with respect to ISN.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usani LLC)

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