Common use of Governmental Authorization Clause in Contracts

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities laws.

Appears in 24 contracts

Sources: Equity Exchange Right Agreement (Ethos Technologies Inc.), Exchange Agreement (Ethos Technologies Inc.), Exchange Agreement (Ethos Technologies Inc.)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no prior action by or in respect of, or prior filing with, any governmental authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities lawsGovernmental Authority.

Appears in 13 contracts

Sources: Stock Purchase Agreement (Zhou Yahui), Stock Purchase Agreement (Opera LTD), Stock Purchase Agreement (Gap Inc)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities laws.

Appears in 9 contracts

Sources: Equity Exchange Right Agreement (Bitgo Holdings, Inc.), Equity Exchange Right Agreement (Neptune Insurance Holdings, Inc.), Exchange Agreement (Neptune Insurance Holdings, Inc.)

Governmental Authorization. The execution, delivery and performance by the Company Echo of this Agreement and the consummation by Echo of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Delaware Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities laws.

Appears in 9 contracts

Sources: Limited Liability Company Agreement (PF2 SpinCo, Inc.), Limited Liability Company Agreement (Change Healthcare Inc.), Limited Liability Company Agreement (Change Healthcare Inc.)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (ai) the filing by the Company of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and (bii) compliance by the Company with any applicable requirements of any applicable state or federal securities laws.

Appears in 6 contracts

Sources: Exchange Agreement (ServiceTitan, Inc.), Exchange Agreement (ServiceTitan, Inc.), Equity Award Exchange Right Agreement (FIGS, Inc.)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby require no action by or in respect of, or filing with, with any governmental body, agency, official or authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger in accordance with the Secretary of State of the State of Delaware Law, and (b) compliance by with the requirements of the 1934 Act applicable to the Company with any applicable requirements of any applicable state or federal securities lawsDisclosure Documents.

Appears in 3 contracts

Sources: Merger Agreement (Intek Global Corp), Merger Agreement (Intek Global Corp), Merger Agreement (Securicor International LTD)

Governmental Authorization. The execution, execution and delivery and performance by the Company of this Agreement and the consummation effectiveness of the transactions contemplated hereby this Agreement require no consent of or action by or in respect of, or filing with, any governmental authority authority, other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities lawsDelaware.

Appears in 3 contracts

Sources: Exchange Agreement (Robinhood Markets, Inc.), Equity Exchange Right Agreement (Robinhood Markets, Inc.), Exchange Agreement (Robinhood Markets, Inc.)

Governmental Authorization. The None of the execution, delivery and or performance by the Company of this Agreement and or any Ancillary Agreement to which the Company is or will be a party, or the consummation of the transactions contemplated hereby require no or thereby, requires any consent, approval, license, Order or other action by or in respect of, or registration, declaration or filing with, any governmental authority Authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by pursuant to the Company with any applicable requirements of any applicable state DGCL, except for SEC or federal securities lawsNasdaq approval required to consummate the transactions contemplated hereunder.

Appears in 3 contracts

Sources: Merger Agreement (CSLM Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.), Merger Agreement (Global Star Acquisition Inc.)

Governmental Authorization. The None of the execution, delivery and or performance by the Company of this Agreement and or any Additional Agreement to which the Company is or will be a party, or the consummation of the transactions contemplated hereby require no or thereby, requires any consent, approval, license, order or other action by or in respect of, or registration, declaration or filing with, any governmental authority other than (a) Authority, except for the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by pursuant to the Company with any applicable requirements of any applicable state or federal securities lawsDGCL.

Appears in 3 contracts

Sources: Merger Agreement (Blue Water Acquisition Corp.), Merger Agreement (Gemini Therapeutics, Inc. /DE), Merger Agreement (FS Development Corp.)

Governmental Authorization. The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation performance of the transactions contemplated hereby its obligations hereunder require no action by or in respect of, or filing with, any governmental authority Governmental Authority, other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and Delaware, (b) compliance by the Company with any applicable requirements of the HSR Act, (c) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities laws.,

Appears in 2 contracts

Sources: Merger Agreement, Agreement and Plan of Merger

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby by the Company require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger in accordance with the Secretary of State of the State of Delaware Law and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities lawsthe ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇").

Appears in 1 contract

Sources: Agreement and Plan of Merger (RCN Corp /De/)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation New Charter with the Secretary of State of the State of Delaware and Delaware, (b) compliance by the Company with any applicable requirements of any applicable state or federal securities laws, such as filings required under Section 16 of the Exchange Act, and (c) any filing required under the HSR Act.

Appears in 1 contract

Sources: Founder Share Exchange Agreement (Via Transportation, Inc.)

Governmental Authorization. The None of the execution, delivery and or performance by the Company of this Agreement and or any Additional Agreement to which the Company is or will be a party, or the consummation of the transactions contemplated hereby require no or thereby, requires any consent, approval, license, Order or other action by or in respect of, or registration, declaration or filing with, any governmental authority other than (a) Authority, except for the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by pursuant to the Company with any applicable requirements of any applicable state or federal securities lawsDGCL.

Appears in 1 contract

Sources: Merger Agreement (Petra Acquisition Inc.)

Governmental Authorization. The executionNo Approval, Order or Permit is required in connection with the execution and delivery and of this Agreement by the Company or the performance by the Company of this Agreement and its obligations hereunder, except for the consummation filing of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities lawsDelaware.

Appears in 1 contract

Sources: Merger Agreement (Novatel Wireless Inc)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority Governmental Authority other than (ai) the filing by the Company of the Amended and Restated Certificate certificate of Incorporation merger with the Secretary of State of the State of Delaware and (bii) compliance by any actions or filings the absence of which would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the Company with any applicable requirements of any applicable state or federal securities lawsto consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Callidus Software Inc)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and any Ancillary Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby Transactions require no notice to, authorization from, action by or in respect of, or filing with, any governmental authority Governmental Body, other than (ai) compliance with any applicable requirements of any applicable securities laws, whether federal, state or foreign, and (ii) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by appropriate documents with the relevant authorities of other states in which the Company with any applicable requirements of any applicable state or federal securities lawsis qualified to do business.

Appears in 1 contract

Sources: Merger Agreement (Deltek, Inc)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby require no action by consent or in respect ofapproval by, or filing with, any governmental authority Governmental Entity, other than (ai) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by appropriate documents with the relevant authorities of other states in which the Company with any applicable requirements of any applicable state or federal securities laws.is qualified to do business,

Appears in 1 contract

Sources: Merger Agreement (James River Group, Inc)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority Governmental Authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Designations with the Delaware Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of the 1934 Act and any other applicable state or federal securities laws.

Appears in 1 contract

Sources: Share Exchange Agreement (Green Dot Corp)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Merger by the Company require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger in accordance with the Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities lawslaw.

Appears in 1 contract

Sources: Merger Agreement (Ubs Pw Technology Partners LLC)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation New Charter with the Secretary of State of the State of Delaware and Delaware, (b) compliance by the Company with any applicable requirements of any applicable state or federal securities lawslaws and (c) any filing required under the HSR Act.

Appears in 1 contract

Sources: Equity Award Exchange Agreement (Via Transportation, Inc.)

Governmental Authorization. The execution, delivery and performance by the Company Buyer and the Merger Sub of this Agreement and the consummation of the transactions Transactions contemplated hereby require no material action by or in respect of, or material filing with, any governmental authority body, agency or official other than (a) the filing by the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by the Company with any applicable requirements of any applicable state or federal securities lawsDelaware.

Appears in 1 contract

Sources: Merger Agreement (Unique Fabricating, Inc.)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby require no consent or approval of or action by or in respect of, or filing with, any governmental authority Governmental Authority, other than (a) the filing by of a certificate of merger with respect to the Company of the Amended and Restated Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and (b) compliance by appropriate documents with the relevant authorities of other states in which the Company with any applicable requirements of any applicable state or federal securities laws.is qualified to do business,

Appears in 1 contract

Sources: Merger Agreement (Quantenna Communications Inc)

Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority other than (ai) the filing by the Company of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and Delaware, (bii) compliance by the Company with any applicable requirements of any applicable state or federal securities laws, and (iii) any filings required by the HSR Act.

Appears in 1 contract

Sources: Exchange Agreement (Sweetgreen, Inc.)