Required Filings and Consent Sample Clauses

Required Filings and Consent. The execution and delivery of this Agreement by the Sellers do not, and the performance by the Sellers of their obligations hereunder and the consummation of the transactions contemplated herein will not, require any consent, approval, authorization or permit of, or filing by any Seller with or notification by any Seller to, any Governmental Body, except for the consents, approvals, authorizations, declarations or rulings set forth on Schedule 3.20.
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Required Filings and Consent. In its capacity as an authorized reseller of telephone services in the State of New York, the Company is required to obtain approval for the issuance of the Purchased Securities from the Public Service Commission of the State of New York pursuant to Section 101 of the New York Public Service Law.
Sample 1
Required Filings and Consent. Other than the Interim Order, the Final Order, the filing of articles of continuance, and the filing of the Certificate of Arrangement and Articles of Arrangement and the approvals of each of the TSX, the Bolsa de Valores de Lima S.A., the Over-the-Counter QX marketplace, no Authorization, consent or approval of, or filing with, any Governmental Entity or other authority is necessary on the part of Sulliden or SpinCo: (A) in connection with the execution and delivery of this Agreement or the performance by it of its obligations hereunder or the consummation by each of the Transaction or for the completion of the Arrangement; or (B) in order that the right and authority of each of them to carry on its business in the ordinary course and in the manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement; or (C) to not to cause or result in any loss of any rights or assets or any interest therein held by Sulliden or any of its Subsidiaries or affiliates, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.
Sample 1
Required Filings and Consent. Other than the Interim Order, the Final Order, and the filing of the Certificate of Arrangement and Articles of Arrangement and the approvals of each of the TSX, the BVL, the NYSE or the Frankfurt Stock Exchange, and consent of EXP T1 Ltd., and a notification under the Investment Canada Act, no Authorization, consent or approval of, or filing with, any Governmental Entity or other authority is necessary on the part of Rio Alto: (A) in connection with the execution and delivery of this Agreement or the performance by it of its obligations hereunder or the consummation by it of the Transaction or for the completion of the Arrangement; or (B) in order that the right and authority of Rio Alto to carry on its business in the ordinary course and in the manner as presently conducted remains in good standing and in full force and effect as of and following the closing of the Arrangement; or (C) to not to cause or result in any loss of any rights or assets or any interest therein held by Rio Alto or any of its Subsidiaries or affiliates, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.
Sample 1
Required Filings and Consent. The execution and delivery of this Agreement, the applicable Credit Documents and the applicable Definitive Supplemental Documents by Lionhart, LHI and GEP, do not, and the performance of this Agreement, the Credit Documents and the Definitive Supplemental Documents by Lionhart, LHI and GEP, will not (i) conflict with or violate the Certificate of Incorporation or By-Laws of Lionhart, LHI and/or GEP, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Lionhart, LHI and/or GEP, or by which any of their respective properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Lionhart, LHI and/or GEP, pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, insurance policy or other instrument or obligation to which Lionhart, LHI and/or GEP is a party, or by which Lionhart, LHI and/or GEP, or any of their respective properties are bound or affected, except in the case of clauses (ii), (iii) and (iv) above, for any breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of Lionhart, LHI and/or GEP. The execution and delivery of this Agreement, the applicable Credit Documents and the applicable Definitive Supplemental Documents, by Lionhart, LHI and/or GEP, do not, and the performance of this Agreement and such Credit Documents and Definitive Supplemental Documents by Lionhart, LHI and/or GEP (including, without limitation, the consummation of the transactions contemplated hereunder) will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign.
Sample 1
Required Filings and Consent. None of the execution and delivery by Seller of this Agreement or the consummation of the transactions contemplated hereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, any third party except for such consents, authorizations, filings, approvals and registrations which are listed on Schedule 4.2 or which in the aggregate, if not obtained or made, would not be expected to have a material adverse effect on the Services or Assets (a "Material Adverse Effect").
Sample 1
Required Filings and Consent. None of the execution and delivery by Buyer or PhotoWorks of this Agreement or the consummation of the transactions contemplated hereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, any third party except for such consents, authorizations, filings, approvals and registrations which are listed on Schedule 5.4 or which in the aggregate, if not obtained or made, would not have or reasonably be expected to result in (i) an adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Buyer or PhotoWorks and its subsidiaries, taken as a whole, or (iii) adversely impair the Buyer's or PhotoWorks' ability to perform fully on a timely basis its obligations under this Agreement (any of (i), (ii) or (iii), a "Buyer Material Adverse Effect").
Sample 1
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Related to Required Filings and Consent

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

  • No Conflict; Required Filings and Consent The execution and delivery by Xxxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Xxxxxxx and, except as would not, individually or in the aggregate, have or reasonably be expected to have a Xxxxxxx Material Adverse Effect, will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Xxxxxxx is a party or by which Xxxxxxx is bound; or (ii) to the knowledge of Xxxxxxx, any Law to which Xxxxxxx is subject; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any encumbrance, charge or Lien upon any of Xxxxxxx’x assets. Other than the Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order and the filing of the Xxxxxxx Articles of Arrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Xxxxxxx for the consummation by Xxxxxxx of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Xxxxxxx in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

  • No Conflicts; Required Filings and Consents (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

  • No Conflict; Required Filings and Consents (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Mergers (subject to the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Required Vote) and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the Company Memorandum, or the equivalent organizational documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 5.05(b), conflict with or violate any Law applicable to the Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which the Company or any of its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of the Company or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

  • Authority; No Conflict; Required Filings and Consents (a) iPrint and Sub have all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

  • Filings and Consents Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.

  • Required Filings The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

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