Consents; Litigation. Other than the filing of the Certificates of Merger as described in Article 1, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods imposed by any governmental entities, and all required third-party consents, the failure to obtain which would have a Opticon Material Adverse Effect or an Parent Material Adverse Effect, shall have been obtained. In addition, no preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the Merger and the transactions contemplated by this Agreement and which is in effect at the Effective Date.
Consents; Litigation. Other than the filing of Articles of Merger as described in Article 1, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods imposed by any governmental entity, and all required third-party consents, the failure to obtain which would have a MEDY Material Adverse Effect, shall have been obtained. In addition, no preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the completion of the Merger and the transactions contemplated by this Agreement and which is in effect at the Effective Date.
Consents; Litigation. All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods imposed by any governmental entity, and all required third-party consents, the failure to obtain which would have a material adverse effect on the Acquiring Company, shall have been obtained. In addition, no preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the completion of the Transaction and the transactions contemplated by this Agreement and which is in effect at the Effective Date.
Consents; Litigation. Other than the filing of Certificate of Merger as described in Article 1, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods (including the waiting period under the HSR Act) imposed by any Governmental Body shall have been obtained. In addition, no preliminary or permanent injunction or other order shall have been issued by any court or by any Governmental Body which prohibits the consummation of the Merger and the transactions contemplated by this Agreement and which is in effect at the Effective Date.
Consents; Litigation. All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods imposed by any governmental entity, and all required third-party consents, the failure to obtain which would have a Material Adverse Effect on BRC shall have been filed, occurred or been obtained. No action, suit or proceeding shall have been instituted before any court or other governmental entity to restrain, modify, enjoin or prohibit the carrying out of the transactions contemplated hereby.
Consents; Litigation. 17 3.20. Product Warranty...............................................................................18 3.21. Investment Company.............................................................................18 3.22. Inapplicability of Certain Statutes............................................................18 3.23. Banking Arrangements...........................................................................18 3.24. Relationships with Related Persons.............................................................18 3.25. Restrictions on Business Activities............................................................18 3.26. Offer Documents; Schedule 14D-9................................................................19 3.27. Grants, Incentives and Subsidies...............................................................19 3.28.
Consents; Litigation. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except (a) in connection, or in compliance, with the provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976, as amended ("HSR Act"), other applicable anti-trust regulations and the Exchange Act, (b) applicable requirements, if any, of The Nasdaq Stock Market, (c) filings with the SEC, (d) filings with the Israeli Investment Center of the Israeli Ministry of Trade & Industry (the "Investment Center"), (e) filings with the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry ("OCS"), (f) filings with and the approval of the Israeli Commissioner of Restrictive Trade Practices, if necessary, (g) filings with the Israeli Securities Authority and (h) such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made would not have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in the Company Reports and on Section 3.19 of the Company Disclosure Schedule, as of the date of this Agreement, there is no action, suit or proceeding pending or, to the company's knowledge, threatened against or affecting the Company at law or in equity, or before any federal, state, foreign, municipal or other governmental department, commission, board, bureau, agency or instrumentality, which either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or prevent consummation of the transactions contemplated hereby.
Consents; Litigation. Each party shall use its best efforts: (a) to obtain or cause to be obtained at the earliest practicable date and prior to the Closing Date all consents, approvals, permits and licenses necessary to permit such party to consummate the transactions contemplated hereby which can reasonably be obtained by the Closing Date; and (b) to resist and obtain the dismissal of any litigation, investigation or other proceeding which questions the validity or legality or seeks to hinder or prevent the consummation of the transactions contemplated hereby.
Consents; Litigation. All authorizations, consents, orders or -------------------- approvals of, or declarations or filings with, or expirations or terminations of waiting periods imposed by, any governmental entity, and all required third-party consents, the failure to obtain which would have an LSI Material Adverse Effect or a Mizar Material Adverse Effect, shall have been obtained. In addition, no preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the Exchange and the transactions contemplated by this Agreement and which is in effect at the Closing Date.
Consents; Litigation. Other than the filing of the Certificate of Merger as described in Article 1, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods imposed by, any governmental entity, and all required third-party consents, the failure to obtain which would have an Opticon
