No Authorization or Consents Required. Assuming the truth and completeness of the representations and warranties of the Buyer contained in this Agreement, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required by Sosnoff with respect to his execution or delivery of any Transaction Document to which he is or will be a party or the consummation of the Contemplated Transactions, except for (a) the applicable requirements of the HSR Act, and (b) as otherwise disclosed on Schedule 5.3.
No Authorization or Consents Required. Assuming the truth and completeness of the representations and warranties of the Seller contained in this Agreement, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required on the part of the Purchaser with respect to the Purchaser’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for as otherwise disclosed on Schedule 5.4.
No Authorization or Consents Required. No authorization, approval or other action by, and no notice to or filing or registration with, any Governmental Authority or any other Person will be required to be obtained or made by the Buyer in connection with the due execution, delivery and performance by the Buyer of this Agreement, the enforceability of this Agreement and the consummation by the Buyer of the transactions contemplated hereby.
No Authorization or Consents Required. Assuming the truth and completeness of the representations and warranties of the Buyer contained in this Agreement and the absence of any changes in applicable law after the date hereof, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required by such Seller with respect to such Seller’s execution or delivery of any Transaction Document to which such Seller is or will be a party or the consummation of the Contemplated Transactions.
No Authorization or Consents Required. Assuming the truth and completeness of the representations and warranties of the Seller contained in this Agreement, no notice to, consent, approval or authorization of or designation, declaration or filing with any Governmental Authority or other Person is required by the Buyer with respect to the Buyer’s execution or delivery of any Transaction Document to which it is in will be a party or the consummation of the Contemplated Transactions, except for (a) the applicable requirements of the HSR Act and (b) as otherwise disclosed in Section 6.4 of the Disclosure letter.
No Authorization or Consents Required. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by the Purchaser in connection with the due execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not reasonably be expected, individually or in the aggregate, to materially impair the Purchaser’s ability to effect the transactions contemplated hereby.
No Authorization or Consents Required. No notice to, consent, approval or authorization of or designation, declaration or filing with any Governmental Authority or other Person is required by Seller with respect to Seller’s execution or delivery of any Transaction Document to which Seller is or will be a party or the consummation of the Transactions, except (a) as set forth in Schedule 4.4 and (b) the Requisite Regulatory Approvals.
No Authorization or Consents Required. No notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required by any Buyer with respect to such Buyer’s execution or delivery of this Agreement or any other agreement contemplated hereby to which such Buyer is a party or the consummation of the transactions contemplated hereby or thereby, except for those (a) as to which the failure to give or obtain would not be reasonably be expected to have a material adverse effect on such Buyer’s ability to consummate the transactions contemplated hereby, (b) that have been given or obtained prior to the date hereof, or (c) set forth on Schedule 6.4 (the “Buyers’ Approvals”).
No Authorization or Consents Required. No authorization or approval or other action by, and no notice to or filing with, any Governmental Entity will be required to be obtained or made by Merger Sub in connection with the due execution and delivery by Merger Sub of this Agreement and the consummation by Merger Sub of the Merger as contemplated hereby other than (i) compliance with applicable requirements of the Exchange Act, (ii) compliance with the HSR Act, (iii) filings with the Secretary of State of New Jersey to effect a recapitalization of Merger Sub prior to the Effective Time, (iv) the filing of the Certificate of Merger in accordance with the NJBC, and (v) where the failure to obtain such authorization, approval or action, or to provide such notice or make such filing, individually or in the aggregate, has not resulted and could not reasonably be expected to result in a Merger Sub Material Adverse Effect.
No Authorization or Consents Required. Assuming the truth and completeness of the representations and warranties of the Buyer contained in this Agreement and the absence of any changes in applicable law after the date hereof, no notice to or consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person is required by the Company or any of its Subsidiaries with respect to the execution or delivery of any Transaction Document to which it is or will be a party or the consummation of the Contemplated Transactions, except for (a) as otherwise disclosed on Schedule 5.4 and (b) except as would not reasonably be likely to impair in any material respect the ability of the Company to enter into this Agreement or consummate the transactions contemplated by this Agreement.
