No Further Requirements. Except as otherwise required in this Agreement, the consummation by it of the transactions contemplated hereby shall not be required to obtain/finish any consent, approval, authorization or order of, registration or filings with any third party or competent authority.
No Further Requirements. Except for such consents, approvals, authorizations, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date and (ii) as may be required to be obtained under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable state securities laws in connection with the purchase and distribution of the Securities by the Initial Purchaser, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of each of the Transaction Documents by the Company or the Guarantor and the consummation of the transactions contemplated hereby and thereby.
No Further Requirements. Provided the requirements of Section 3.2 are met and/or satisfied, the City shall not require any further exaction, condition, mitigation, or standard of Developer, the Project, or the Project Property in satisfaction of the Adjacency Rule.
No Further Requirements. Except for such consents, approvals, authorizations, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date, (ii) as may be required to be obtained under the Securities Exchange Act of 1934 (the "Exchange Act") and applicable state securities laws or the laws of any foreign jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers, (iii) which are described in the Offering Memorandum, (iv) as may be required by the National Association of Securities Dealers, Inc., (v) in the case of the Registration Rights Agreement and the transactions contemplated thereby, that are required under the Securities Act and the Trust Indenture Act and (vi) the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of each of the Transaction Documents by the Company or the Guarantors and the consummation of the transactions contemplated hereby and thereby.
No Further Requirements. Seller shall not be required by anything contained in this Agreement to file in any country any application, mask work registration, copyright or patent, or to secure any mask work registration, copyright or patent, or once have obtained a mask work registration, copyright or patent, to maintain the mask work registration, copyright or patent in force.
No Further Requirements. Except for such consents, approvals, authorizations, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date and (ii) as may be required to be obtained under the Securities Act and applicable state securities laws in connection with the purchase and distribution of the Securities by the Initial Purchaser or as may be required in the Registration Rights Agreement, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of each of the Transaction Documents by the Issuers or the Guarantors and the consummation of the transactions contemplated hereby and thereby, except for consents the failure so to obtain would not have a Material Adverse Effect.
No Further Requirements. It is not necessary that this Agreement or any other documents which is or will be entered into in conjunction with this Agreement, be filed, recorded or enrolled by the Sellers with any court or other authority.
No Further Requirements. It is not necessary that this Agreement or any other documents which is or will be entered into in conjunction with this Agreement, be filed, recorded or enrolled by Xxxxx or Padsamaz with any court or other authority. Schedule 3 Part 1 Company Information Registered number: 314389 Date of incorporation: 2 November 1999 Address of registered office: Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx 00 Type of company: Private company limited by shares Authorised share capital: EUR1,396,711.80 made up of: · 10,785,000 ordinary shares of €0.1269738 each; · 173,500 “A” ordinary shares of €0.1269738 each; and · 41,500 convertible preferred shares of €0.1269738 each Issued share capital: EUR55,074.89 made up of: · 218,750 ordinary shares of €0.1269738 each; · 173,500 “A” ordinary shares of €0.1269738 each; and · 41,500 convertible preferred shares of €0.1269738 each Directors: Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Secretary: Xxxxxx Xxxxxxx Accounting reference date: 31 December Statutory auditors: Searing Point Limited Tax residence: Ireland Charges: None Shareholdings: As per Schedule 1 Subsidiary Information Registered number: 222246 Date of incorporation: 16 September 1994 Address of registered office: Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx 00 Type of company: Private company limited by shares Authorised share capital: EUR165,065.94 made up of: · 1,000,000 ordinary shares of €0.1269738 each; and · 191,175 “A” ordinary shares of €0.1269738 each; · 108,825 redeemable “A” ordinary shares of €0.1269738 each. Issued share capital: EUR93,399.79 made up of: · 716,833 ordinary shares of €0.1269738 each; and · 18,750 “A” ordinary shares of €0.1269738 each Directors: Xxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Secretary: Xxxxxx Xxxxxxx Accounting reference date: 31 December Statutory auditors: Searing Point Limited Tax residence: Ireland Charges: 2 charges (a) Charge dated 21 October 2013 in favour of Allied Irish Banks, plc (b) Charge dated 22 May 2017 in favour of AIB Commercial Finance Limited Shareholdings: Exaxe Holdings Limited 716,833 ordinary shares of €0.1269738; and 18,750 “A” ordinary shares of €0.1269738 each Property Unit no.5a, Sandyford business centre, Xxxxxxxxx xxxxxxxxxx xxxxxx, xxxxxxxxxx xxxx, Xxxxxx 00 more particularly described in folio DN121433L Schedule 5 Deferred Consideration Part A Determination of Deferred Consideration
No Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company or the Bank of their respective obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required (A) from the Commissioner of Banks of the Commonwealth of Massachusetts, (B) under the 1933 Act or the 1933 Act Regulations, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or state securities laws and (C) the clearance of the offering with the National Association of Securities Dealers, Inc. ("NASD").
No Further Requirements. 2.3.1 All authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the Seller to execute, deliver, comply with, and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be) and are in full force and effect and will be in full force and effect when, if applicable, entered into by it and all conditions of each such authorisation, or arising from a notice or filing, have been complied with.
