Necessary Consents Sample Clauses

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental entity or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental function (a “Governmental Entity”) is required to be obtained or made by Company in connection with the execution, delivery and performance of this Agreement or the consummation of the First Merger and other transactions contemplated hereby, except for: (i) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Proxy Statement/Prospectus (as defined in Section 2.17) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the effectiveness of the Registration Statement (as defined in Section 2.17) in accordance with the Securities Act (as defined in Section 2.4(a) , (iii) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 145 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the comparable laws of any foreign country reasonably determined by the parties to be required, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required by Nasdaq, (vi) the consents listed on Section 2.3(c) of the Company Disclosure Schedule, (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (viii) such other consents, clearances, authorizations, filings, approvals, orders, declarations and registrations with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. The consents, approvals, order...

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality (a “Governmental Entity”) or party to a Company Material Contract is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the comparable laws of other jurisdictions, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, (iv) such other consents, authorizations, filings, approvals and registrations set forth in Section 3.3(c) of the Company Disclosure Letter, and (v) such consents, authorizations, filings, approvals and registrations, which if not obtained or made would not reasonably be expected to cause a material detriment or impose a material liability on Parent or the Surviving Corporation. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in clauses (i) through (iii) are referred to herein as the “Necessary Consents.”

Necessary Consents. The Seller has obtained and delivered to Buyer all consents to assignment or waivers thereof required to be obtained from any governmental authority or from any other third party in order to validly transfer the Assets hereunder.

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Acquiror in connection with the execution and delivery of this Agreement or the consummation of the Acquisition, and other transactions contemplated hereby, except for: (i) the filing of such reports, schedules or materials under Section 13 or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (ii) such consents, clearances, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act and the Antitrust Laws of the jurisdictions set forth in Schedule 6.1(f), (iii) the approval of the SIC of the conditions to the Offer as set forth in Annex II, and (iv) such other consents, clearances, approvals, orders, authorizations, registrations, declarations and filings with respect to any Governmental Entity the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Acquiror’s ability to effect the Acquisition. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (iii) are referred to herein as the “Acquiror Necessary Consents.”

Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by Parent in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby, except for the Necessary Consents.

Necessary Consents. Each Council hereby represents to the other Councils that it has obtained all necessary consents sufficient to ensure the delegation of functions and responsibilities provided for by this Agreement; and

Necessary Consents. 4.1 Unless otherwise agreed under clause 4.2 (and in the case of Network Rail Consents, in accordance with the process outlined in Schedule 8) the Customer: (a) subject to clause4.1(b) is responsible for applying for and using reasonable endeavours to obtain all Necessary Consents in a format agreed between the Parties and in line with the requirements of the Implementation Programme; and (b) shall apply for all Necessary Consents except where it has been agreed by Network Rail that Network Rail shall make applications for and use reasonable endeavours to obtain those Necessary Consents specified in paragraph 1.3 of Schedule 7 as revised in accordance with clause 4. 4.2 Where it is identified in Schedule 713 that Necessary Consents are required, the Parties shall discuss and agree who will make the appropriate application(s) and whether these should be obtained before the Works Commencement Date. Where the Parties do not agree who will make the appropriate application(s) for other Necessary Consents, then it will be the Customer's responsibility to do so. 4.3 Network Rail does not warrant that the list of Necessary Consents set out in Schedule 7 are definitive or exhaustive and the Customer must make its own enquiries in respect of the same. 4.4 Network Rail's obligations in relation to obtaining any Necessary Consents for which it is responsible are conditional upon Network Rail receiving in full the documentation and assistance related to the relevant Necessary Consents which it may reasonably require and has requested from the Customer. 4.5 The Customer shall prepare in accordance with the Implementation Programme (and in accordance with any requirements which Network Rail may have and at the appropriate times within the design and construction processes) all the documentation required to enable Network Rail to make submissions for any Necessary Consents and when necessary modify the design 13 The content of Schedule 7 should be amended by agreement to reflect the requirements of a specific Project. or construction processes to ensure that such consent is obtained and provide Network Rail with a copy of all such relevant documents so prepared. 4.6 Subject to clause 4.2, where Network Rail has agreed to apply for a Regulated Change consent, in accordance with the Implementation Programme the Customer shall provide Network Rail with the following information: a draft form of application or proposal as relevant for any Regulated Change which may be require...

Necessary Consents. The Company and each Shareholder will use their ------------------ best efforts to obtain such written consents and take such other actions as may be necessary or appropriate in DoveBid's judgment to allow the consummation of the transactions contemplated hereby and to allow DoveBid to carry on the Company' business after the Closing.

Necessary Consents. 42 6.5 Satisfaction of Conditions Precedent.......................................42 6.6 Confidentiality............................................................42 6.7 Access to Information......................................................43 6.8