REQUISITE CONSENTS; NONVIOLATION Sample Clauses

REQUISITE CONSENTS; NONVIOLATION. (a) The Company has obtained all consents, approvals or authorizations of any third party that would be required as a result of the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement (the "Obtained Consents").
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
REQUISITE CONSENTS; NONVIOLATION. The execution and delivery of this Agreement by the Company and XOOM do not, and the performance of this Agreement by the Company and XOOM will not, (a) violate or conflict with (i) the provisions of the Articles of Incorporation (and with respect to XOOM, its Certificate of Incorporation) or Bylaws of the Company and XOOM, (ii) any applicable law, rule or regulation or (iii) any order, writ, injunction or decree by which the Company or XOOM is bound; (b) except as set forth in this Agreement, require the consent, license, permit, approval, authorization or other action by or with respect to any governmental person or entity (except such approvals, permits or filings as may be required to comply with applicable state securities laws), or (c) constitute a default under, violate or conflict with any material contract, note, lease or mortgage to which XOOM or the Company is a party.
Sample 1
REQUISITE CONSENTS; NONVIOLATION. Except as set forth in Section 2.2 of the Shareholders' Schedule, the execution and delivery of this Agreement by each of Xxxxx and Shareholders do not and the consummation by each of Xxxxx and Shareholders of the transactions contemplated by this Agreement will not (a) require the consent, license, permit, approval, authorization or other action by or any filing with any governmental person or entity (except such approvals, permits or filings as may be required to comply with applicable state securities laws), (b) violate or conflict with (i) the provisions of the Articles of Incorporation or By-Laws of Xxxxx, (ii) any provision of law, rule or regulation by which Xxxxx or any Shareholder is bound or to which Xxxxx or any of its properties or the Common Stock is subject or (iii) any writ, judgment, order, injunction or decree applicable to any Shareholder or Xxxxx or (c) constitute a default under, violate or conflict with, permit any third party to modify, terminate, accelerate or rescind any term or provision of, or require the consent or approval of any third party to any material contract, note, lease, mortgage, indenture or other agreement to which Xxxxx is a party or by which Xxxxx is bound or to which Xxxxx or any of its properties is subject.
Sample 1
REQUISITE CONSENTS; NONVIOLATION. The execution and delivery of this Agreement by each of Parent and MergerCo do not, and the consummation by each of Parent and MergerCo of the transactions contemplated by this Agreement will not, (a) require the consent, license, permit, approval, authorization of or other action by or filing with, any governmental person or entity (except such approvals, permits or filings as may be required to comply with applicable state securities laws) or (b) violate or c onflict with (i) the provisions of the Certificate of Incorporation or By-Laws of either Parent or MergerCo, (ii) any provision of law, rule or regulation by which either Parent or MergerCo is bound or to which Parent, MergerCo or any of their respective properties is subject or (iii) any writ, judgment, order, injunction or decree applicable to either Parent or MergerCo.
Sample 1
REQUISITE CONSENTS; NONVIOLATION. The execution and delivery of this Agreement by GBT and the Shareholder and the consummation of the transactions contemplated by this Agreement will not (a) to GBT's knowledge, and except as set forth in this Agreement, require the consent, approval or authorization of any governmental person or entity (except such approvals or filings as may be required to comply with applicable state securities laws), (b) violate or conflict with the provisions of the Articles of Incorporation or Bylaws of GBT, or (c) constitute a default under, violate or conflict with any material contract, note, lease or mortgage to which GBT or the Shareholder is a party or by which GBT or the Shareholder is bound or to which GBT or any of its properties or the Shareholder or any of his properties is subject.
Sample 1
REQUISITE CONSENTS; NONVIOLATION. Except as set forth in Section 2.5 of the Disclosure Schedule annexed hereto as Exhibit A and made a part hereof (the "Disclosure Schedule") or where the failure to comply with any of the provisions of this Section 2.5 would not, individually or in the aggregate, have a Material Adverse Effect, the execution, delivery and performance of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby and thereby (including, without limitation, the offer, sale and delivery of the Arrow Stock) will not:
Sample 1
REQUISITE CONSENTS; NONVIOLATION. The execution and delivery of this Agreement by MergerCo and the Shareholders and the consummation of the transactions contemplated by this Agreement will not (a) except as set forth in this Agreement, require the consent, approval or authorization of any governmental person or entity (except such approvals or filings as may be required to comply with applicable state securities laws), (b) violate or conflict with the provisions of the Articles of Incorporation or Bylaws of MergerCo, or (c) constitute a default under, violate or conflict with any material contract, note, lease or mortgage to which MergerCo or any Shareholder is a party or by which MergerCo or any Shareholder is bound or to which MergerCo or any of its properties or any Shareholder or any of his or her properties is subject.
Sample 1
AutoNDA by SimpleDocs
REQUISITE CONSENTS; NONVIOLATION. The execution and delivery of this Agreement by Vergetech and the consummation of the transactions contemplated by this Agreement will not:
Sample 1
REQUISITE CONSENTS; NONVIOLATION. The execution and delivery of this Agreement by IPVC does not, and the performance of this Agreement by IPVC will not:
Sample 1

Related to REQUISITE CONSENTS; NONVIOLATION

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of TopCo or Merger Sub with respect to TopCo and Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated by hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (iii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iv) the approval and consent to be obtained by Merger Sub pursuant to Section 6.9, or (v) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

  • Consents; No Violations After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any Law or any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • Consents, etc Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of the documents referred to in this Section 12.

  • Consents and Approvals; No Violation Neither the execution and delivery by Guarantor of this Guaranty nor the performance of its obligations under the Guaranty contemplated hereby do or will (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of Guarantor, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except where it is reasonably expected that the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have an adverse effect on the ability of Guarantor to perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, (iii) result in a default (or give rise to any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Guarantor is a party or by which Guarantor or any of its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have an adverse effect on the ability of Guarantor to perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Guarantor, or any of its assets, except for violations which would not in the aggregate have an adverse effect on the ability of Guarantor to perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance.

  • Requisite Governmental Approvals No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Transactions, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company Group is qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Transactions or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

  • Conflicts; Consents of Third Parties (a) The execution and delivery of this Agreement, the acquisition of the Shares by Purchaser and the consummation of the transactions herein contemplated, and the compliance with the provisions and terms of this Agreement, are not prohibited by the Articles of Incorporation or Bylaws of the Purchaser and will not violate, conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any court order, indenture, mortgage, loan agreement, or other agreement or instrument to which the Purchaser is a party or by which it is bound.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

Time is Money Join Law Insider Premium to draft better contracts faster.