Authorization, Approval Clause Samples

Authorization, Approval. No authorization or approval by, and no notice to or filing with, any Governmental Authority or any person: (a) is required for the grant by Grantor of the security interest granted hereby (except as to any later arising or acquired commercial tort claims) or for the execution, delivery, and performance of this Agreement by Grantor; or (b) is required for the perfection of the security interest of Grantee in the Collateral or exercise by Grantee of its rights and remedies hereunder, other than the filing of financing statements in the appropriate offices, to the extent that the security interest in the Collateral can be perfected by the filing of financing statements.

Authorization, Approval. No authorization, approval, or other action by, and no notice to or filing with, any government or agency of any government or other Person is required either (A) for the assignment, pledge and grant by Borrower of the security interest granted hereby or for the execution, delivery and performance of this Agreement by Borrower; or (B) for the perfection of, the pledge, assignment and grant of the security interest created hereby or the exercise by Investor of its rights and remedies hereunder (provided, however, that the exercise by Investor of certain rights and remedies relating to certain licenses or leases of the Borrower may require the consent of the other parties to such licenses or leases), other than (X) the filing of financing statements in the appropriate office(s) located in the jurisdiction(s) listed on Schedule 11(b) and (Y) the filing of the Patent Security Agreement with the United States Patent and Trademark Office and the filing of the Copyright Security Agreement in the United States Copyright Office and any supplements or amendments thereto.

Authorization, Approval. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, or any other Person is required either: (i) for the pledge by Grantor of any Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by Grantor; or (ii) for the exercise by the Escrow Agent of (A) the voting or other rights provided for in this Agreement, or (B) the remedies in respect of the Pledged Collateral pursuant to this Agreement, except, in the case of this clause (ii)(B), as may be required in connection with a disposition of such equity interests or membership interests by laws affecting the offering and sale of securities generally, or as may be required under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and regulations issued relating thereto.

Authorization, Approval. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by WGB have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of WGB enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of WGB has been delivered to Fred▇▇▇▇▇, ▇▇d such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by WGB will not: (i) require notice to or filing with, or approval or consent of any governmental or regulatory body, except as set forth in Schedule 3.2; (ii) except for the consent of the stockholders of WGB, and except for consents to assignment of the contracts described in Schedule 3.12, require the approval or consent of any other person or entity, except as set forth in Schedule 3.2; (iii) violate any provision of WGB's Articles of Incorporation or By-Laws; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any property or assets of WGB, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; (v) violate any statute, law or regulation as such statute, law or regulation rel...

Authorization, Approval. ▇▇. ▇▇▇▇▇▇▇ is an adult resident of the State of California and a citizen of the United States of America; ▇▇. ▇▇▇▇▇▇▇▇▇ is an adult resident of the State of New Jersey and a citizen of the United States of America and ▇▇. ▇▇▇▇ is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they reside. Each Stockholder owns and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, and MCSC and MFAC will receive, good, valid and marketable title to the TBS Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, the TBS Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, Section 7A of the ▇▇▇▇▇▇▇ Act, 15 U.S.C. 18A, as added by Section 201 of ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976...

Authorization, Approval. No authorization, approval, or other action by, and no notice to or filing with, any government or agency of any government or other Person is required either (i) for the grant by Grantors of the security interest granted hereby or for the execution, delivery and performance of this Agreement by Grantors; or (ii) for the perfection of, and the first priority of, the grant of the security interest created hereby or the exercise by HC Royalty of its rights and remedies hereunder, other than in the case of clause (i), the consent of Daiichi Sankyo Company, Limited pursuant to clause 16.1 of the Commercialization Agreement, and in the case of clause (ii), the filing of financing statements in the offices listed on Schedule 5(b).

Authorization, Approval. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, or any other Person is required either: (i) for the pledge by such Pledgor of any Pledged Collateral pursuant to this Agreement or for the execution, delivery, and performance of this Agreement by such Pledgor; or (ii) for the exercise by the Collateral Agent or any Secured Party of (a) the voting or other rights provided for in this Agreement, or (b) the remedies in respect of the Pledged Collateral pursuant to this Agreement, except, in the case of this clause (ii)(b), as may be required in connection with a disposition of any shares of capital stock, membership interests, partnership interests or other equity interests, as the case may be, by laws affecting the offering and sale of securities generally, or as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and regulations issued relating thereto.

Authorization, Approval. The individual Stockholders and the ▇▇▇▇▇▇ Trustees, the ▇▇▇▇▇▇▇ Trustee and the ▇▇▇▇▇▇▇ Trustees are adult residents of the State of California and citizens of the United States of America and are legally competent to execute, deliver and perform this Agreement under the laws thereof. Each Stockholder owns and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his certificates therefor, and MCSC and MCAC will receive, good title to the MW Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, upon delivery at Closing, the MW Common Stock will not be subject to any stockholders' agreement or voting trust agreement or understanding or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of

Authorization, Approval. No authorization, approval, or other action by, and no notice to or filing with, any Government Authority or other Person is required either: (a) for the grant by the Grantor of the security interest granted hereby or for the execution, delivery, and performance of this Security Agreement by the Grantor; or (b) for the perfection of or exercise by the Purchaser of its rights and remedies hereunder, other than (i) the filing of financing statements in the offices listed in Item B of SCHEDULE I and (ii) the establishment of the Pledged Deposit Accounts and the Seller Concentration Account in accordance with Section 5.10 of the Assignment Agreement.