Common use of Governmental Authorization; Third Party Consents Clause in Contracts

Governmental Authorization; Third Party Consents. Except as set forth in Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, the Company of this Agreement and the Registration Rights Agreement or the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tickets Com Inc), Stock Purchase Agreement (Tickets Com Inc)

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Governmental Authorization; Third Party Consents. Except as set forth in on Schedule 3.3, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Person, and no lapse of a waiting period under a Requirement of Lawperson, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the sale, issuance and delivery of the Purchased Shares) by, Company or enforcement against, against the Company of this Agreement and Agreement, the Registration Rights Agreement Series B Preferred Stock or the transactions contemplated hereby and or thereby.

Appears in 2 contracts

Samples: Exchange Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Exchange Agreement (Wellcare Management Group Inc)

Governmental Authorization; Third Party Consents. Except as set forth in on Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, the Company of this Agreement and the Registration Rights Agreement or the transactions contemplated hereby and therebyhereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)

Governmental Authorization; Third Party Consents. Except as set forth in Schedule 3.3, no No approval, ------------------------------------------------ consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority Authority, or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, by such Selling Stockholder or enforcement against, the Company against such Selling Stockholder of this Agreement and the Registration Rights Agreement or the transactions contemplated hereby and therebyhereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wiltek Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Schedule 3.34.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Transferred Shares) by, or enforcement against, the Company Buyer or Renaissance of this Agreement and the Registration Rights Agreement other Transaction Documents or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Transaction Agreement (Vertex Interactive Inc)

Governmental Authorization; Third Party Consents. Except for the Stockholder Approval and as set forth in Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Subject Shares) by, or enforcement against, the Company of this Agreement and the Registration Rights Agreement other Transaction Documents or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Convertible Note Purchase and Exchange Agreement (Critical Path Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, or o enforcement against, the Company of this Agreement and the Registration Rights Agreement other Transaction Documents or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Priceline Com Inc)

Governmental Authorization; Third Party Consents. Except as set forth in on Schedule 3.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Warrant Shares) by, or enforcement against, the Company of this Agreement and the Registration Rights Agreement Warrants or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Warrant Issuance Agreement (Tickets Com Inc)

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Governmental Authorization; Third Party Consents. Except as set forth in Schedule 3.3, no No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, including the sale, issuance and delivery purchase of the Purchased SharesNew Notes and shares of Common Stock pursuant to the Conditional Subscription) by, or enforcement against, the Company such Purchaser of this Agreement and the Registration Rights Agreement or the transactions contemplated hereby and therebyhereby.

Appears in 1 contract

Samples: Investment Agreement (Bluefly Inc)

Governmental Authorization; Third Party Consents. Except as set forth in on Schedule 3.36.3, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the sale, issuance and delivery of the Purchased Shares) by, Company or enforcement against, against the Company of this Agreement and the Registration Rights Agreement Transaction Documents or the transactions contemplated hereby and or thereby.

Appears in 1 contract

Samples: Standby Credit Facility Agreement (Z Tel Technologies Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Schedule 3.3for the Stockholder Approval, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, the Company such Lender or CK Purchaser of this Agreement and each of the Registration Rights Agreement other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Convertible Note Purchase and Exchange Agreement (Critical Path Inc)

Governmental Authorization; Third Party Consents. Except as set forth otherwise provided in Schedule 3.35.3, no approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, by the sale, issuance and delivery Company or any of the Purchased Shares) by, its Subsidiaries or enforcement against, against the Company of this Agreement and Agreement, the Preferred Shares, the Class A Warrants, the Registration Rights Agreement Agreement, the Stockholders Agreement, any other Transaction Document or the transactions contemplated hereby and or thereby, other than those that have been obtained or made on or prior to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Steri Oss Inc)

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