No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 19 contracts
Samples: Underwriting Agreement (Roper Technologies Inc), Underwriting Agreement (Oracle Corp), Underwriting Agreement (Oracle Corp)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 18 contracts
Samples: Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Issuers of each of the Transaction Documents to which it is a they are party, the issuance and sale of the Securities (including the Guarantee) and compliance by the Company Issuers with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities or Blue Sky laws of the various states in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 8 contracts
Samples: Underwriting Agreement (Discovery Communications, Inc.), Underwriting Agreement (Discovery Communications, Inc.), Underwriting Agreement (Discovery Communications, Inc.)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company or the Guarantor of each any of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and or the compliance by the Company or the Guarantor with the terms thereof and or the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the offer and sale of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority in the United States or the United Kingdom is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable United States state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 5 contracts
Samples: Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and Act, (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the UnderwritersUnderwriters or (iii) which the failure to obtain or possess would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Rockwell Collins Inc), Underwriting Agreement (Rockwell Collins Inc), Underwriting Agreement (Rockwell Collins Inc)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been or will be obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Diamond Offshore Drilling, Inc.), Underwriting Agreement (Diamond Offshore Drilling Inc), Underwriting Agreement (Diamond Offshore Drilling Inc)
No Consents Required. No consent, approval, approval authorization, order, registration or qualification of or with any such court or arbitrator or governmental or regulatory authority is agency or body will be required to be obtained by the Company for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance issue and sale by the Company of the Securities being delivered at the Closing Date and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been, or will have been prior to the Closing Date, obtained or made under the Securities Act and the Trust Indenture Act and (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Horace Mann Educators Corp /De/), Underwriting Agreement (Horace Mann Educators Corp /De/)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act or from the Financial Industry Regulatory Authority (“FINRA”), as required, and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and or (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Altera Corp), Underwriting Agreement (Altera Corp)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyand this Agreement, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction DocumentsDocuments and this Agreement, except for the registration of the Securities under the Securities Act, the qualification of the Indenture or the Supplemental Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 1 contract
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale exchange of the Securities Old Debentures in the Exchange Offer or repurchase of the Old Debentures in the Rescission Offer and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under the Act and Trust Indenture Act and applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwritersinsurance securities laws.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cincinnati Financial Corp)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 1 contract
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and Act, (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters, or (iii) which the failure to obtain or possess would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company Partnership of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company Partnership with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications other than (i) as have been obtained registration of the issuance and sale of the Securities under the Securities Act and Act, (ii) qualification of the Indenture under the Trust Indenture Act Act, which has been completed, and (iiiii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 1 contract
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required to be obtained by the Company or any of its subsidiaries for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 1 contract
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Securities Act and the Trust Indenture Act and (ii) as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 1 contract
No Consents Required. No consent, filing, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a partyDocuments, the issuance and sale of the Securities (including the issuance of the Underlying Securities upon conversion thereof) and compliance the consummation by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such filings, consents, approvals, authorizations, orders and registrations or qualifications (i) as which have been obtained under the Securities Act and the Trust Indenture Act and or made or (ii) as may be required by the Nasdaq Market and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
Appears in 1 contract