Common use of No Consents Regarding the Offering Clause in Contracts

No Consents Regarding the Offering. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, NYSE Arca) (each, a “Consent”) or any approval of the security holders of the Partnership Entities, is required in connection with the Offering and the execution, delivery and performance of the Operative Documents by the Quicksilver Parties, or the consummation by the Partnership of the transactions contemplated hereby or thereby (including, without limitation, the Transactions) other than (i) registration of the Units under the Securities Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Securities Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters, (iii) under the Conduct Rules of the NASD and (iv) such Consents that have been, or prior to the Closing Date will be, obtained, or, if not obtained, would not, individually or in the aggregate, result in a Material Adverse Effect, affect the validity of the Units or prevent or materially interfere with consummation of the transactions contemplated by this Agreement, including the Offering, the other transactions contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectus, if any, the Transactions and the Operative Documents.

Appears in 2 contracts

Samples: Underwriting Agreement (Quicksilver Gas Services LP), Underwriting Agreement (Quicksilver Gas Services LP)

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No Consents Regarding the Offering. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over any EAC Entity or its property (including, without limitation, NYSE Arcathe NYSE) (each, a “Consent”) or any approval of the security holders of the Partnership Entities, is required in connection with the Offering and the execution, delivery and performance of the Operative Documents by the Quicksilver Parties, EAC Entities or the consummation by the Partnership EAC Entities of the transactions contemplated hereby or thereby (including, without limitation, the Transactions) other than (i) registration of the Units under the Securities Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Securities Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters, (iii) Underwriters or under the Conduct Rules of the NASD and (iviii) such Consents that have been, or prior to the Closing Date will be, obtained, or, if not obtained, obtained would not, individually or in the aggregate, result in a Material Adverse Effect, affect the validity of the Units Effect or prevent or materially interfere with the consummation of the transactions contemplated by this Agreement, including the Offering, the other transactions contemplated by the Registration Statement, the any Preliminary Prospectus, the Prospectus and the any Permitted Free Writing Prospectus, if anythe Transactions, the Transactions Transaction Documents and the Operative Documents.

Appears in 2 contracts

Samples: Underwriting Agreement (Encore Energy Partners LP), Underwriting Agreement (Encore Energy Partners LP)

No Consents Regarding the Offering. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, NYSE Arcathe NASDAQ) (each, a “Consent”) or any approval of the security holders of the Partnership Eagle Rock Entities, is required in connection with the Offering and the execution, delivery and performance of the Operative Documents by the Quicksilver Eagle Rock Parties, or the consummation by the Partnership of the transactions contemplated hereby or thereby (including, without limitation, the Transactions) other than (i) registration of the Units under the Securities Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Securities Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters, (iii) under the Conduct Rules of the NASD and (iv) such Consents that have been, or prior to the Closing Date will be, obtained, or, if not obtained, would not, individually or in the aggregate, result in a Material Adverse Effect, affect the validity of the Units or prevent or materially interfere with consummation of the transactions contemplated by this Agreement, including the Offering, the other transactions contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectus, if any, the Transactions Transactions, the Transaction Documents and the Operative Documents.

Appears in 2 contracts

Samples: Underwriting Agreement (Eagle Rock Energy Partners, L.P.), Underwriting Agreement (Eagle Rock Energy Partners, L.P.)

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No Consents Regarding the Offering. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over any Partnership Entity or its property (including, without limitation, NYSE Arcathe NYSE) (each, a “Consent”) or any approval of the security holders of the Partnership Entities, is required in connection with the Offering and the execution, delivery and performance of the Operative Documents this Agreement by the Quicksilver Parties, Partnership Entities or the consummation by the Partnership Entities of the transactions contemplated hereby or thereby (including, without limitation, the Transactions) other than (i) registration of the Units under the Securities Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Securities Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters, (iii) Underwriters or under the Conduct Rules of the NASD Financial Industry Regulatory Authority (“FINRA”) and (iviii) such Consents that have been, or prior to the Closing Date time of purchase will be, obtained, or, if not obtained, obtained would not, individually or in the aggregate, result in a Material Adverse Effect, affect the validity of the Units Effect or prevent or materially interfere with the consummation of the transactions contemplated by this Agreement, including the Offering, the other transactions contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectus, if any, the Transactions and the Operative Documents.

Appears in 1 contract

Samples: Underwriting Agreement (Encore Energy Partners LP)

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