No Required Consents. No consent, approval, authorization or order of or filing, registration or declaration with, any court or governmental agency or body that is not expected to be obtained by the Closing is required for the issuance, delivery or sale of the Bonds or the consummation of the other transactions affected or contemplated therein or hereby, except for such actions as may be necessary to be taken to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriters may designate;
No Required Consents. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 3.2 of this Agreement, except as set forth on Schedule 3.1(d), neither the Note Parties nor any of their Subsidiaries are required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other Governmental Authority, self- regulatory organization or other person in connection with the execution, delivery, performance, or enforcement (against the Issuer and/or the Guarantors) of the Transaction Agreement, this Agreement and the Note Documents (including, without limitation, the issuance of the Convertible Notes and the Underlying Shares (if any)), other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement (as defined below) pursuant to Section 5 below, (iii) those required by the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) or the NYSE American, including with respect to obtaining stockholder approval, (iv) those required to consummate the Transaction as provided under the Transaction Agreement, (v) the filing of notification under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, (vi) those obtained and delivered on or prior to the Closing Date, and (vii) the failure of which to obtain would not be reasonably likely to have a Material Adverse Effect or have a material adverse effect on the Issuer’s legal authority to consummate the transactions contemplated hereby, including the issuance and sale of the Convertible Notes. No grants, funds or benefits (including, but not limited to, tax benefits actually applied) from the Israel Innovation Authority (formerly known as, the National Authority for Technological Innovation) or any other Governmental Authority were received by the Issuer or any Guarantor and none of the Issuer nor any of the Guarantors is obligated to pay any royalties or any other payments to the Israel Innovation Authority or any other Governmental Authority. The transactions contemplated by the Note Documents are not subject to any right and do not require the approval of the Israel Innovation Authority.
No Required Consents. The signing, delivery, and performance of this Agreement does not require the Member to obtain any consent or approval that has not already been obtained.
No Required Consents. The execution and delivery of the Operative Instruments by the Company and the performance by the Company of its obligations to be performed at or prior to the related Closing do not require any filing or registration with, or the receipt of any consent by, any governmental or regulatory authority by the Company or its Subsidiaries other than (a) any which have already been obtained or waived and (b) such consents as may be required under the Securities Act, the regulations promulgated thereunder or applicable state securities laws. Section 4.6
No Required Consents. With respect to Buyer, there are no Required Contractual Consents or Required Governmental Consents other than in connection with or in compliance with the provisions of the HSR Act and the Exchange Act.
No Required Consents. The execution, delivery and performance of the Loan Documents and the transactions contemplated thereby do not require any approval or consent of, or filing (other than the recording of the UCC Financing Statements) or registration with, any governmental or other agency or authority, or any other party.
No Required Consents. Except as set forth in Schedule 3.3(b), no consent, approval, waiver or other action (a “Required Consent”) by any Person under any Contract to which Seller or Shareholder is a party or is bound is required or necessary for the execution, delivery and performance by Seller and Shareholder of this Agreement and each Ancillary Agreement to which Seller or Shareholder, as applicable, is a party, or for the consummation of the Contemplated Transactions.
No Required Consents. The transactions contemplated by this Agreement do not require any consent or other action of any third party.
No Required Consents. 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 Borrower of the Documents and the compliance by the Borrower with the terms thereof, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state, provincial and territorial securities laws or the policies of the Toronto Stock Exchange.
No Required Consents. No authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority (other than the filing of financing statements, and notices to be delivered pursuant to the U.S. Assignment of Claims Act in respect of any pledge of a Receivable for which the account obligor is the U.S. government or any department or agency thereof) is required for (i) the due execution, delivery and performance by each Obligor of this Security Agreement, (ii) the grant of the security interests granted herein, (iii) the perfection of such security interests, or (iv) the exercise by the Agent of its rights and remedies under this Security Agreement. Each Obligor which has pledged its rights to payment under a contract subject to the U.S. Assignment of Claims Act hereby consents to the Agent's sending of any notices required to comply with the U.S. Assignment of Claims Act in respect of the Agent's security interest in Receivables arising under such contract.
