No Governmental Consent. 7 SECTION 2.05
No Governmental Consent. 19 SECTION 3.05 Litigation............................................ 20 SECTION 3.06
No Governmental Consent. Except for the filing of any notice prior or subsequent to the Closing that may be required under applicable state and/or federal securities laws (which, if required of PerSeptive, shall be filed on a timely basis by PerSeptive), and except for any consent or approval which may be required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xx authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by PerSeptive of this Agreement, for the delivery of the Transferred Assets, or for the performance by PerSeptive of its obligations under this Agreement and the other agreements and instruments contemplated hereby.
No Governmental Consent. Except for the filing of any notice prior or subsequent to the Closing that may be required under applicable state and/or federal securities laws (which, if required, shall be filed on a timely basis), and except for any consent or approval which may be required under the HSR Act, no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution and delivery by ChemGenics of this Agreement, for the
No Governmental Consent. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of Optionholder in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby.
No Governmental Consent. The execution and delivery of the Loan Documents does not and performance of the Loan Documents and the consummation of the transactions contemplated therein and therein will not conflict with or violate any federal, state, or local law or regulation, any order, judgment, or decree of any court, administrative agency, or governmental authority, or any license or permit from any federal, state, or local governmental authority applicable to the Company. The execution and delivery of the Loan Documents does not and performance of the Loan Documents and the consummation of the transactions contemplated herein and therein will not require any approval, consent, authorization, or permit from or any filing with any federal, state, or local governmental authority.
No Governmental Consent or Approval Recruited. Based in part on the representations made by the Investors in Section 3 of this Agreement, other than federal or state securities law filings which have been made or which will be made in a timely manner and other than the filing of an amendment to the Company’s Restated Articles of Organization so that such Restated Articles of Organization are in the form of Exhibit A hereto (which, as of the Closing, has been filed), no authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement, the Right of First Refusal and Co-Sale Rights Agreement, the Series A and B Amendment, the Stockholders Agreement or any other agreements, instruments or documents entered into by the Company pursuant to this Agreement, the Right of First Refusal and Co-Sale Rights Agreement, the Series A and B Amendment or the Stockholders Agreement, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Shares to the Investors or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery to the Investors of the Series C Conversion Shares.
No Governmental Consent or Approval Recruited. Based in part on the representations made by the Investors in Section 3 of this Agreement, other than federal or state securities law filings which have been made or which will be made in a timely manner and other than the filing of an amendment to the Company’s Certificate of Incorporation so that such Certificate of Incorporation, as amended, is in the form of Exhibit D hereto (which, as of the Closing, has been filed), no authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required for or in connection with the valid and lawful authorization, execution and delivery by the Company of this Agreement, the Series H Notes, the Non-Convertible Notes, the Right of First Refusal and Co-Sale Rights Agreement, the Amendment and Waiver or any other agreements, instruments or documents entered into by the Company pursuant to this Agreement, the Series H Notes, the Non-Convertible Notes, the Right of First Refusal and Co-Sale Rights Agreement or the Amendment and Waiver, or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Series H Notes to the Investor, for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery to the Investors of the Note Shares upon conversion of the Series H Notes, or for or in connection with the valid and lawful authorization, reservation, issuance, sale and delivery to the Investors of the Conversion Shares.
No Governmental Consent. No material consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or any Subsidiary in connection with the execution and delivery of this Agreement and the performance by it of its obligations under this Agreement, and the consummation by it of the Arrangement, other than those which are contemplated by this Agreement and the Regulatory Approvals listed in Schedule A.
No Governmental Consent. No material consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or any Subsidiary in connection with the execution and delivery of this Agreement and the performance by it of its obligations under this Agreement, and the consummation by it of the Arrangement, other than those which are contemplated by this Agreement and the Regulatory Approvals listed in Schedule A. SECTION 4.07. Availability of Funds. Parent has delivered to the Company true, correct and complete copies of executed commitment letters (as the same may be amended or replaced pursuant to Section 5.12, the “Commitment Letters”), pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein. As of the date hereof, none of the Commitment Letters has been amended or modified, and none of the respective commitments contained in the Commitment Letters have been withdrawn, terminated or rescinded in whole or in part. As of the date hereof, the Commitment Letters are in full force and effect. As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the financing provided for in the Commitment Letters other than as specified in the Commitment Letters. As of the date hereof, neither Parent nor Acquisition Sub has any expectation that any of the conditions set forth in the Commitment Letters will not be satisfied. Parent has furnished to the Company and its Representatives prior to the date hereof, documentation and evidence of the availability of additional funds, which together with the financing provided for in the Commitment Letters, are necessary to make the payments referenced in the following sentence. Parent and Acquisition Sub will have available funds at the time required in the Plan of Arrangement sufficient to (a) pay the Purchase Price and the fees and expenses of Parent and Acquisition Sub related to the Transactions, (b) if the Credit Agreement is not amended in accordance with the requirements set forth in the Commitment Letters, prepay all outstanding indebtedness and all other amounts then due and owing under the Credit Agreement, (c) if required under the terms thereof, repay, retire or redeem the Senior Notes, (d) redeem, retire or prepay any other indebtedness required to be redeemed, retired or prepaid under the Commitme...
