Governmental Filings; No Violations Sample Clauses

Governmental Filings; No Violations. (i) Other than (i) the filings by the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, and (iv) any filing with or approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets (the filings and approvals referred to in clauses (i) through (iv) collectively referred to as the "Regulatory Filings"), no notices, reports or other filings are required to be made by the Company or its Subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or its Subsidiary from, any governmental or regulatory authority, agency, commission or other entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, other than such notices, reports or other filings which are not material and which, if not made or obtained, individually and in the aggregate, would not reasonably be likely to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated hereby or subject Parent, Merger Sub, the Company, its Subsidiary or any of their officers, directors or employees to any criminal liability. (ii) Neither the Company nor the Subsidiary is (y) in violation of or default under any provisions of its respective certificate of incorporation or by-laws or (z) in violation of or default under any provision of any instrument, agreement or contract to which it is a party or by which it is bound, which violation or default under this clause (z) would have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiary are and have been in compliance in all material respects with all federal or state judgments, orders, writs, decrees, statutes, rules or regulations applicable to the Company or its Subsidiary, except for such noncompliance as would not, individually or in the aggregate, have a Company Material Adverse Effect. The execution and delivery of this Agreement by the Compa...

Governmental Filings; No Violations. (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the HSR Act or any Foreign Competition Laws in connection with the Merger, the Exchange Act and the Securities Act, (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable Foreign Regulatory Laws and Foreign Regulators, no filings, notices and/or reports are required to be made by Parent or Merger Sub or their Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by Parent or Merger Sub or their Subsidiaries from any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and/or the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub does not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a conflict with, a breach or violation of, or a default under, the Restated Certificate of Incorporation of Parent as currently in effect (the “Parent Certificate of Incorporation”) or the Bylaws of Parent as currently in effect (the “Parent Bylaws”) or the comparable governing instruments of Merger Sub or of any of Parent’s Significant Subsidiaries, (B) with or without the lapse of time or the giving of notice or both, conflict with, a breach or violation of, a default or termination or modification (or right of termination or modification) under, payment of additional fees under, the loss of any benefit under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of Parent or any of its Subsidiaries pursuant to (1) any Contract binding upon Parent or any of its Subsidiaries, or, (2) assuming (solely with respect to performance of this Agreement and consummat...

Governmental Filings; No Violations. (i) Other than the Regulatory Filings no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required by Praxair or Purchaser in connection with the execution and delivery of this Agreement, or the consummation by Praxair or Purchaser of the transactions contemplated hereby except such other consents, orders, authorizations, registrations, declarations and filings not obtained prior to the Effective Time the failure of which to be obtained or made would not, individually or in the aggregate, have a Praxair Material Adverse Effect (as defined below). (ii) The execution, delivery and performance of this Agreement by each of Praxair and the Purchaser do not, and the consummation by the Purchaser of the Merger pursuant to the terms of this Agreement and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, their respective certificates of incorporation or by-laws or the comparable governing instruments of any of their Subsidiaries, (B) a breach or violation of, or a default under, the vesting, creation or acceleration of any rights or obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of Praxair, the Purchaser or any of their Subsidiaries (with or without notice, lapse of time or both) pursuant to any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other domestic or foreign obligation ("Praxair Contracts") of Praxair, the Purchaser or any of their Subsidiaries or any Law (as defined in Section 6.1(i)) or governmental or non-governmental permit or license to which Praxair, the Purchaser or any of their Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Praxair Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, will not have a material adverse effect on Praxair's or Purchaser's ability to perform their respective obligations pursuant to this Agreement or consummate the Amended Offer and the Merger (a "Praxair Material Adverse Effect") or for which Praxair or Purchaser has received appropriate consents or waivers.

Governmental Filings; No Violations. (i) Other than the reports, filings, registrations, consents, approvals, permits, authorizations, applications, expiry of waiting periods and/or notices (A) pursuant to Section 1.3 hereof, (B) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx"), (C) under any non-U.S. competition laws, (D) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (E) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), (F) under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the "1940 Act"), (G) under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the "Advisers Act"), and with applicable state regulatory authorities governing investment advisors, (H) with or required by the NYSE and any other stock exchange on which the Common Shares are listed, (I) with the National Association of Securities Dealers, Inc. (the "NASD"), (J) required under applicable federal, state and non-U.S. regulatory authorities governing insurance, (K) required by federal, state and non-U.S. regulatory authorities governing financial services, banking (including, but not limited to, the Federal Deposit Insurance Corporation (the "FDIC") and the Office of Thrift Supervision (the "OTS")), insurance premium finance, consumer finance, investment services, commercial finance and mortgage lending or servicing, (L) required by applicable federal and non-U.S. regulatory authorities governing foreign investments, or (M) required under state securities or "Blue Sky" laws, no material notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any material consents, registrations, approvals, permits applications, expiry of waiting periods or authorizations required to be obtained by the Company or any of its Subsidiaries from any U.S. or non-U.S. governmental or regulatory authority, agency, commission, tribunal, body or other governmental, quasi-governmental, regulatory or self-regulatory entity, including, without limitation, any state insurance department or insurance or consumer finance regulatory agency, in each case, of competent jurisdiction (each a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consumm...

Governmental Filings; No Violations. (a) Other than the approvals contemplated by Section 3.3(a), no material notices, reports or other filings are required to be made by Buyer with, nor are any Permits required to be obtained by Buyer from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyer or the consummation of the Transaction, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Buyer Material Adverse Effect. (b) The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Transaction and any transactions contemplated by the Ancillary Agreements will not, conflict with or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under (i) Buyer’s certificate of incorporation, by-laws or similar organizational documents, (ii) any contract, note, mortgage, indenture, arrangement or other obligation binding upon Buyer, or (iii) assuming (solely with respect to performance of this Agreement and the Ancillary Agreements and consummation of the Transaction) compliance with the approvals contemplated by Section 3.3(a), any Law to which Buyer is subject except, in the case of clauses (ii) and (iii) above, for any such breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be likely to have a Buyer Material Adverse Effect.

Governmental Filings; No Violations. (i) The execution, delivery and performance by Xxxxxx and Merger Sub of this Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated by this Agreement require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) the filing of the Certificate of Merger (and such other recordings or filings required by the DGCL to be filed therewith) with the Secretary of State of the State of Delaware, (B) compliance with any applicable requirements of the HSR Act or the Antitrust Laws of any Governmental Authority, (C) compliance with any applicable requirements of the Exchange Act, the Securities Act and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (D) any filings required by the NYSE and (E) any other similar action or authorization where the failure to take such action or obtain such authorization would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and any other transactions contemplated by this Agreement. (ii) The execution, delivery and performance by Xxxxxx and Xxxxxx Sub of this Agreement and the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated in this Agreement do not and will not (A) assuming compliance with the matters referred to in Section 5.2(c)(i), conflict with or result in any violation or breach of any provision of the organizational documents of Parent, Merger Sub or any of their respective Subsidiaries, (B) assuming compliance with the matters referred to in Section 5.2(c)(i), conflict with or result in a violation or breach of any Law applicable to the Parent or Merger Sub or (C) assuming compliance with the matters referred to in Section 5.2(c)(i), require any consent by any Person under, result in a breach of, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, acceleration of any right or obligation or the loss of any benefit to which Parent, Merger Sub or any of their respective Subsidiaries are entitled, under any Contract binding upon Parent, Merger Sub or any of their respective Subsidiaries, or to which any of their respective properties, rights or other assets are subject, or any licenses, permits, certifications, approvals, registrations, consents, authorizations,...

Governmental Filings; No Violations. (a) Other than the filings and/or notices (i) pursuant to the Exchange Act, (ii) pursuant to the HSR Act, (iii) pursuant to Environmental Laws, including the New Jersey Industrial Site Recovery Act and the Connecticut Property Transfer Act, (iv) pursuant to the European Community Merger Control Regulation and (v) required to be made with any Governmental Entity in any jurisdiction outside the United States, no notices, reports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer from, any Governmental Entity, in connection with the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the Transactions, except those that the failure to make or obtain are not, individually or in the aggregate, likely to prevent, materially delay or impair the ability of Buyer to consummate the Transactions. (b) The execution, delivery and performance of this Agreement and the Memorandum of Understanding by Buyer does not, and the consummation by Buyer of the Transactions will not constitute or result in (i) a breach or violation of, or a default under, the organizational documents and governing instruments of Buyer or (ii) a breach or violation of, a default under, or an acceleration of any obligations or the creation of an Encumbrance on the assets of Buyer (with or without notice, lapse of time or both) pursuant to, any agreement, lease, contract, note, mortgage, indenture or other obligation binding upon Buyer or any Law or governmental or non-governmental Permit to which Buyer is subject, except, in the case of clause (ii) above, for breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, materially delay or impair the ability of Buyer to consummate the Transactions. Buyer does not have any Subsidiaries.

Governmental Filings; No Violations. (i) Other than the Regulatory Filings, no notices, reports or other filings are required to be made by either Parent or Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by either Parent or Purchaser from, any governmental or regulatory authorities of Canada or any province or other governmental subdivision thereof, the United States, the several States or any other jurisdictions (foreign or domestic) in connection with the execution and delivery of this Agreement by either Parent or Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby, except that Parent must provide a notice of material change to the securities commissions of each of the Provinces of Canada (which Parent shall do forthwith following announcement of the Offer), provide notice to and obtain acceptance of notice from The Toronto Stock Exchange and the Montreal Exchange with respect to the stock options to be granted to the Shareholder and the issuance of Parent's Class B non-voting shares on the exercise of the exchange rights attached to the Class A Stock (which notice has been given to The Toronto Stock Exchange and will forthwith be given to the Montreal Exchange) and provide notice of issuance to the Ontario Securities Commission with respect to and forthwith following the issuance of any of the Parent's Class B non-voting shares, and except for such filings, notices, reports, consents, registrations, approvals, permits or authorizations that the failure to make or obtain would not have a Material Adverse Effect or that would not prevent or materially delay transactions contemplated by this Agreement. (ii) The execution and delivery of this Agreement by each of Parent and Purchaser do not, and the consummation by each of Parent and Purchaser of the transactions contemplated hereby will not, constitute or result in (x) a breach or violation of, or a default under, the respective Certificate of Incorporation or By- Laws or comparable governing instruments of Parent and Purchaser or (y) a breach or violation of, or a default under, the acceleration of indebtedness or the creation of a Lien on assets (with or without the giving of notice or the lapse of time) pursuant to any provision of any Contract of either Parent or Purchaser or any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which Parent or Purchaser ...

Governmental Filings; No Violations. No notices, reports or other filings are required to be made by Seller, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller, from any governmental or regulatory authority, court, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby.

Governmental Filings; No Violations. (i) Other than the filings and/or notices pursuant to Section 1.3 (the “Parent Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of Parent or Merger Sub to consummate the Merger and the other Transactions. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of Parent or Merger Sub or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Parent or any of its Subsidiaries pursuant to, any Contracts binding upon Parent or any of its Subsidiaries or any Laws or governmental or non-governmental permit or license to which Parent or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any of such Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions. (iii) As of the date hereof, there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings before or by any Governmental Entity pending or, to Parent’s knowledge, threatened in writing against Parent or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of Parent or Merg...