Common use of Absence of Required Consents Clause in Contracts

Absence of Required Consents. No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with any (x) Governmental Entity or (y) Person (other than a Governmental Entity) is required by or with respect to the Company, any of its Subsidiaries or, to the Company’s Knowledge, Building in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the joint voluntary notification under the Exon-Fxxxxx Amendment to the Defense Production Act of 1950, as amended, (the “Exon-Fxxxxx Act”), (iii) any notifications required under the International Traffic in Arms Regulations (“ITAR”) and the NISPOM (as defined below), (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (v) filings or consents under and compliance with the Exchange Act as may be required in connection with this Agreement, the Offer and the Merger, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws, (vii) filings with the Nasdaq Stock Market Inc., and (viii) the consents, approvals, licenses, permits, orders and authorizations set forth in Section 4.3(b) of the Company Disclosure Schedule.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Nortel Networks LTD)

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Absence of Required Consents. No consent, approval, license, ---------------------------- permit, order or authorization of, or registration, declaration, notice or filing with any (x) Governmental Entity or (y) Person person (other than a Governmental Entity) is required by or with respect to the Company, Company or any of its Subsidiaries or, to the Company’s Knowledge, Building in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the joint voluntary notification under the Exon-Fxxxxx Amendment to the Defense Production Act of 1950, as amended, (the “Exon-Fxxxxx Act”), (iii) any notifications required under the International Traffic in Arms Regulations (“ITAR”) and the NISPOM (as defined below), (iv) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareGeorgia and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (viii) filings or consents under and compliance with the Exchange Act as may be required in connection with this Agreement, the Offer Offer, and the Merger, Merger and the transactions contemplated hereby and (viiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Lawslaws, (viiv) consents identified in Section 4.3(c) of the Company Disclosure Schedule and (vi) filings with the Nasdaq Stock Market Inc., and (viii) the consents, approvals, licenses, permits, orders and authorizations set forth in Section 4.3(b) of the Company Disclosure Schedule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headhunter Net Inc)

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