No Governmental Authorizations Sample Clauses

No Governmental Authorizations. No Governmental Authorization is required on the part of Parent in connection with the execution and delivery of this Agreement, except for (i) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act and (ii) such other Governmental Authorizations the failure of which to obtain would not prevent or materially delay Parent’s performance of its obligations under this Agreement.
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No Governmental Authorizations. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge by the Pledgor of the Credit Security pursuant to this Agreement and the grant by the Pledgor of the security interest granted hereby, (ii) the execution, delivery or performance of this Agreement by the Pledgor, or (iii) the exercise by the Agent of the voting or other rights, or the remedies in respect of the Credit Security, provided for in this Agreement (except as may be required in connection with a disposition of Credit Security by laws affecting the offering and sale of securities generally), except for (a) filings and registrations necessary to perfect the Liens on the Credit Security granted by the Pledgor in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.
No Governmental Authorizations. Other than the Required Governmental Consents, no authorization, consent, approval, Order or other action by, and no notice to or designation, declaration or filing with, any Governmental Authority or other Person will be required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of any Transaction Documents to which it is a party or the consummation of the Contemplated Transactions by such Seller.
No Governmental Authorizations. Other than the Required Governmental Consents, no authorization, consent, approval, Order or other action by, and no notice to or designation, declaration or filing with, any Governmental Authority will be required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Agreement and the other Transaction Documents to which it is a party or the consummation of the Contemplated Transactions by the Company. No “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute, Law or regulation is applicable to the Contemplated Transactions.
No Governmental Authorizations. Other than the Required Governmental Consents, no authorization, consent, approval or other action by, and no notice to or designation, declaration or filing with, any Governmental Authority will be required to be obtained or made by the Buyers, Merger Sub or the Surviving Company in connection with the execution, delivery and performance by the Buyers, Merger Sub or the Surviving Company of this Agreement and the other Transaction Documents to which it is a party or the consummation of the Contemplated Transactions by the Buyers, Merger Sub or the Surviving Company.

Related to No Governmental Authorizations

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Governmental Authorization No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for:

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Compliance with Laws; Governmental Authorizations 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement.

  • Compliance with Legal Requirements; Governmental Authorizations (a) Except as set forth in Part 3.14 of the Disclosure Letter:

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.

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