Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.
Consents and Approvals; No Violations (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by Harcxxxx, XXC and SVAC nor the consummation by Harcxxxx, XXC and SVAC of the transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Harcourt, NEC or SVAC, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Harcourt, NEC or SVAC is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches, defaults or such rights which in the aggregate would not have a Material Adverse Effect on Harcourt, NEC or SVAC. ARTICLE IV COVENANTS SECTION 4.1
Approvals No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.
Approvals and consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.
