Common use of Necessary Governmental Approvals Clause in Contracts

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.5 or otherwise required to be obtained prior to the Effective Time by applicable Requirements of Laws or which are necessary to prevent a Material Adverse Effect on the Company.

Appears in 3 contracts

Samples: Agreement of Merger (THQ Inc), Agreement of Merger (THQ Inc), Agreement of Merger (THQ Inc)

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Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.5 or otherwise required to be obtained prior to the Effective Time Closing by applicable Requirements of Laws or which are necessary to prevent a Material Adverse Effect on the Company(except as otherwise contemplated by SCHEDULE 5.3).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Peapod Inc), Asset Purchase Agreement (Streamline Com Inc)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.5 SCHEDULE 5.3 (except as otherwise contemplated therein) or otherwise required to be obtained prior to the Effective Time Closing by applicable Requirements of Laws or which are necessary to prevent a Material Adverse Effect on material adverse change in the CompanyPurchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each Division.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Streamline Com Inc), Asset Purchase Agreement (Peapod Inc)

Necessary Governmental Approvals. The parties hereto shall have received all approvals and actions of or by by, or have made all necessary filings with, all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in on Schedule 5.5 5.3 or otherwise required to be obtained or filed prior to the Effective Time Closing by applicable Requirements of Laws or which are necessary to prevent a Material Adverse Effect on material adverse change in the CompanyPurchased Assets or the operations, liabilities, profits, prospects or condition (financial or otherwise) of the Business. 9.5.

Appears in 1 contract

Samples: Annex a Asset Purchase Agreement (Quixote Corp)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, hereby which are either specified in Schedule 5.5 or otherwise required to be obtained prior to the Effective Time by applicable Requirements of Laws or which are necessary to prevent a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement of Merger (THQ Inc)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.5 SCHEDULE 5.3 or otherwise required to be obtained prior to the Effective Time Closing by applicable Requirements of Laws or which are necessary to prevent a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement of Merger (Harris Corp /De/)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.5 SCHEDULE 5.2 or otherwise required to be obtained prior to the Effective Time Closing by applicable Requirements of Laws or which are necessary to prevent a Material Adverse Effect on the CompanyLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ecc International Corp)

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Necessary Governmental Approvals. The parties shall have -------------------------------- received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.5 4.3 or otherwise required to be obtained prior to the Effective Time ------------ Closing by applicable Requirements of Laws Laws, or which are necessary to prevent a Material Adverse Effect on the Company.. -40-

Appears in 1 contract

Samples: Stock Purchase Agreement (First Commonwealth Inc)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which that are necessary to consummate the transactions contemplated hereby, which are either specified in on Schedule 5.5 5.1(c) or otherwise required to be obtained prior to the Effective Time Closing by applicable Requirements of Laws Law or which are necessary to prevent a Material Adverse Effect on material adverse change in the Company or in the assets, business, operations, liabilities, profits, prospects or condition (financial or otherwise) of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions Inc)

Necessary Governmental Approvals. The parties shall have -------------------------------- received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.5 4.3 or otherwise required to be obtained prior to the Effective Time ------------ Closing by applicable Requirements of Laws Laws, or which are necessary to prevent a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Commonwealth Inc)

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