Common use of Governmental Filings; No Violations; Etc Clause in Contracts

Governmental Filings; No Violations; Etc. (a) Other than: (i) the approvals, filings and/or notices pursuant to Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director under the BCBCA; (ii) the Required Regulatory Approvals; (iii) filings with the Securities Authorities or the CSE or OTCQX; or (iv) any other notices, reports, filings, waivers, consents, registrations, approvals, permits or authorizations the failure to make or obtain would not reasonably be expected individually or in the aggregate (A) to prevent or significantly impede or materially delay the completion of the Arrangement and Transaction or (B) to have a Material Adverse Effect on the Company; no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transaction, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time.

Appears in 3 contracts

Samples: Arrangement Agreement (Trulieve Cannabis Corp.), Arrangement Agreement (Harvest Health & Recreation Inc.), Arrangement Agreement

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Governmental Filings; No Violations; Etc. (a) Other than: (i) the approvals, filings and/or notices pursuant Other than with respect to Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director procedures under the BCBCA; (ii) Israeli Companies Law and the Required Regulatory Approvals; (iii) filings with the Securities Authorities or the CSE or OTCQX; or (iv) any other necessary notices, reports, filings, waivers, consents, registrations, approvals, permits or authorizations the failure to make or obtain would not reasonably be expected individually or in the aggregate (A) pursuant to prevent or significantly impede or materially delay the completion of the Arrangement and Transaction or Section 1.03, (B) under the HSR Act, the Securities Act and the Exchange Act, and (C) required to have a Material Adverse Effect on the Company; be made under state securities, takeover and “blue sky” Laws, no notices, reports or other filings are required to be made by the Company OIS or Merger Sub or any subsidiary of OIS with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company OIS or Merger Sub from, any Governmental Entity, Entity in connection with the execution, execution and delivery and performance of this Agreement by the Company OIS and Merger Sub or any subsidiary of OIS and the consummation of the Transaction, Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of the Company and its Subsidiaries OIS following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have an OIS Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)

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Governmental Filings; No Violations; Etc. (a) Other than: (i) the approvals, filings and/or notices pursuant Other than with respect to Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director procedures under the BCBCA; (ii) Israeli Companies Law and the Required Regulatory Approvals; (iii) filings with the Securities Authorities or the CSE or OTCQX; or (iv) any other necessary notices, reports, filings, waivers, consents, registrations, approvals, permits or authorizations the failure to make or obtain would not reasonably be expected individually or in the aggregate (A) pursuant to prevent or significantly impede or materially delay the completion of the Arrangement and Transaction or Section 1.3, (B) under the HSR Act, the Securities Act and the Exchange Act, (C) required to have a Material Adverse Effect on be made with the Company; NYSE and (D) state securities, takeover and “blue sky” laws, no notices, reports or other filings are required to be made by the Company VeriFone or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company VeriFone or Merger Sub from, any Governmental Entity, Entity in connection with the execution, execution and delivery and performance of this Agreement by the Company VeriFone and Merger Sub and the consummation of the Transaction, Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of the Company VeriFone and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a VeriFone Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VeriFone Holdings, Inc.)

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