Governmental or Third Party Consents. The following consents, approvals, authorizations, declarations, filings or registrations with any Governmental Authority or any other Person have been or will be obtained prior to Closing as follows:
Governmental or Third Party Consents. No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with any Governmental Authority, any court or tribunal or other third party is required by Parent in connection with the valid execution and delivery of this Agreement or the consummation of any transaction contemplated hereby, except (i) the determination that there exists an exemption qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration, if available) of the offer, issuance and sale of the Parent Shares and the assumption of the Parent Assumed Options under applicable securities Laws; (ii) the filing of the Information Statement with the SEC and the mailing of the Information Statement to the Parent Shareholders; and (iii) approval of proposals to approve the Merger and related matters contemplated herein.
Governmental or Third Party Consents. No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with any Governmental Authority, any court or tribunal, whether Israeli, United States or otherwise, or other third party is required by Parent in connection with the valid execution and delivery of this Agreement or the consummation of any transaction contemplated hereby, except: (i) the determination that there exists an exemption qualification or registration (or taking such action as may be necessary to secure an exemption from qualification or registration, if available) of the offer, issuance and sale of the Parent Shares and the assumption of the Parent Assumed Options, Parent Assumed Warrants and the issuance of securities issuable upon exercise of the Parent Assumed Options or Parent Assumed Warrants under applicable securities Laws, including Israeli, United States or otherwise; (ii) the conditional listing approval by the Eligible Market in respect of the Parent Shares to be issued or subject to issuance pursuant to Parent Assumed Options or Parent Assumed Warrants to be assumed or issued in connection with the Merger; (iii) the Israeli Income Tax Ruling and Israel Section 102 Tax Ruling (with respect to compliance for purposes of the benefit for employees of the “capital gains” tracks of Section 102); (iv) written notification to the OCS (such notification to include Parent’s written undertaking in the OCS’s customary form; (v) approval of the Investment Center as described in Section 6.6; (vi) approval of proposals to approve the Merger, Financing and related matters contemplated herein and (vii) approval of proposals to approve the Merger by Merger Sub, in accordance with Section 320(c) of the Israel Companies Law.
Governmental or Third Party Consents. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with any federal or state Governmental Authority, any court or tribunal or other third party is required by Parent, Merger Sub or Name Change Merger Sub in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents, or the consummation of the transactions contemplated hereby, including the Merger, or the consummation of the Stock Repurchase, the Private Placement, the Reverse Split or the Migratory Merger, except for (i) the filing of each of the Certificate of Designation and the Name Change Articles of Merger with the Nevada Secretary of State, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Information Statement with the Commission, (iv) the filing with the Commission of preliminary and definitive proxy statements, and the mailing to Parent Shareholders of such definitive proxy statement, in connection with the Shareholder Approval, (v) the Shareholder Approval, (vi) the filing of an amendment to the articles of incorporation of Parent and/or the filing of articles of merger with the Nevada Secretary of State and/or the filing of a certificate of merger with the Delaware Secretary of State in connection with the Reverse Split and the Migratory Merger, (vii) the authorizations, consents, approvals, filings and registrations contemplated by the Registration Rights Agreement, (viii) the filing of completed copies of each of the “Issuer Company-Related Action Notification Form” and “Transfer Agent Verification Form,” together with all documents required to be submitted therewith, with FINRA, and (ix) the authorizations, consents, approvals, filings and registrations contemplated by Section 4.1 hereof. All filings required to be filed prior to the Closing Date, including the filings contemplated by clause (viii) above, shall have been made by, or on behalf of, Parent prior to the Closing Date.
Governmental or Third Party Consents. Any consents, approvals or filings of or with any governmental authority or third party required in connection with the transactions contemplated by this Agreement will have been obtained or made. All consents and waivers required to be obtained from any stockholders of the Company in connection with the transactions contemplated hereby shall have been obtained.
Governmental or Third Party Consents. No consent, approval, Order, or authorization of, or registration, qualification, designation, declaration, or filing with any Governmental Authority or other third party is required by Parent or Merger Sub in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents to which Parent or Merger Sub is a party, or the consummation of the transactions contemplated hereby, including the Merger, or the consummation of the Private Placement, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State, (ii) the filing of the Information Statement with the Commission, (iii) the filing of completed copies of each of the “Issuer Company-Related Action Notification Form” and “Transfer Agent Verification Form,” together with all documents required to be submitted therewith, with FINRA, (iv) the filing of a Form D with the Commission and (v) the authorizations, consents, approvals, filings and registrations contemplated by Section 4.1. All filings required to be filed prior to the Closing Date shall have been made by, or on behalf of, Parent prior to the Closing Date.
Governmental or Third Party Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, or of or with any self-regulatory organization (including the NASDAQ or the NASD), or approval of the shareholders of the Company (other than with respect to any requirement pursuant to NASDAQ Rule 4350 for shareholder approval of the transactions contemplated hereunder, if applicable), or of or with any other third party, is required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, except for (i) the filing with the Commission of a Form D with respect to the sale of the Shares, which filing will be made in a timely manner, and (ii) any notification to NASDAQ for the listing of the Shares for trading thereon, which will be made in the time and manner required thereby.
Governmental or Third Party Consents. Except as otherwise detailed in Schedule 4.4, the Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, qualification, order or approval from any governmental authority or agency, or any third party, in order to consummate the transactions contemplated by this Agreement, including the issuance of the Purchased Share.
Governmental or Third Party Consents. Except as disclosed in Schedule 3.12,no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body, or any other Person, is required for the exercise by the Lender of any of its rights and remedies hereunder or under any of the Loan Documents other than the Required Consents, including (1) the consent of the Banks to the grant of the security interest pursuant to the Charge Agreement, and (2) the filing of the Charge Agreement, in accordance with the Israeli Companies Ordinance - 1983 which filings shall be made no later than 21 days of the date hereof.
Governmental or Third Party Consents. None except for the Required Consents The Principal Amount shall be used for the following Permitted Uses:
