Common use of Legality; Governmental and Other Authorization Clause in Contracts

Legality; Governmental and Other Authorization. The purchase of and payment for the Shares and the Warrants shall not be prohibited by any law or governmental order, rule, ruling, regulation, release, interpretation or opinion applicable to the Purchaser and shall not subject the Purchaser to any penalty, tax, liability or other onerous condition. Any necessary consents, approvals, licenses, permits, orders and authorizations of, and any filings, registrations or qualifications with, any governmental or administrative agency or other Person, with respect to the transactions contemplated by the Stock and Warrant Purchase Agreements shall have been obtained or made and shall be in full force and effect. The Company shall have delivered to the Purchaser, upon its reasonable request setting forth what is required, factual certificates or other evidence, in form and substance reasonably satisfactory to the Purchaser and its counsel, to enable the Purchaser to establish compliance with this condition.

Appears in 3 contracts

Samples: Stock and Warrant Purchase Agreement (Alyn Corp), Stock and Warrant Purchase Agreement (Alyn Corp), Stock and Warrant Purchase Agreement (Alyn Corp)

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Legality; Governmental and Other Authorization. The purchase sale of and payment for the Shares and the Warrants shall not be prohibited by any law or governmental order, rule, ruling, regulation, release, interpretation or opinion applicable to the Purchaser Sellers and shall not subject the Purchaser Sellers to any penalty, tax, liability or other onerous condition. Any necessary consents, approvals, licenses, permits, orders and authorizations of, and any filings, registrations or qualifications (including, but not limited to, the expiration of the HSR waiting period) with, any governmental or administrative agency or other Person, with respect to the transactions contemplated by the Stock and Warrant Purchase Agreements this Agreement, shall have been obtained or made and shall be in full force and effect. The Company Purchaser shall have delivered to the PurchaserSeller, upon its their reasonable request setting forth what is required, factual certificates or other evidence, in form and substance reasonably satisfactory to the Purchaser and its Sellers upon advice of their counsel, to enable the Purchaser Sellers to establish compliance with this condition.

Appears in 3 contracts

Samples: Stock Purchase Agreement (First Reserve Corp /Ct/ /Adv), Stock Purchase Agreement (Wedge Group Inc), Stock Purchase Agreement (Chicago Bridge & Iron Co N V)

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Legality; Governmental and Other Authorization. The purchase of and payment for the Shares Notes and the Warrants shall not be prohibited by any law or governmental order, rule, ruling, regulation, release, interpretation or opinion applicable to the Purchaser Purchasers and shall not subject the Purchaser Purchasers to any penalty, taxtax (excepting income tax obligations of Purchasers), liability or other onerous condition. Any necessary consents, approvals, licenses, permits, orders and authorizations of, and any filings, registrations or qualifications with, any governmental or administrative agency agency, or other Person, with respect to the transactions contemplated by the Stock and Warrant Purchase Agreements Loan Documents shall have been obtained or made and shall be in full force and effect. The Company shall have delivered to the PurchaserPurchasers, upon its their reasonable request setting forth what is required, factual certificates or other evidence, in form and substance reasonably satisfactory to the Purchaser Purchasers and its their counsel, to enable the Purchaser Purchasers to establish compliance with this condition.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Integral Vision Inc)

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