Common use of Other Authorizations Clause in Contracts

Other Authorizations. All Authorizations (other than those specified in Section 7.1(b), (c), (d) and (e) hereof) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, and all required waiting periods shall have been observed, without any limitation, restriction or condition (including the registration of the capital increase of Parent's share capital representing Parent Ordinary Shares required to be issued in connection with the delivery of the Merger Consideration) that has or could reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, a Company Material Adverse Effect (or an effect on Parent and its Subsidiaries that were such effect applied to the Company and its Subsidiaries, would constitute a Company Material Adverse Effect), except for such Authorizations the failure of which to have been made or obtained does not and could not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, a Company Material Adverse Effect (or an effect on Parent and its Subsidiaries that were such effect applied to the Company and its Subsidiaries, would constitute a Company Material Adverse Effect) and except for such Authorizations that are required by Laws to be obtained, or such waiting periods required by Laws, to be observed, prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Champion International Corp), Agreement and Plan of Merger (Upm Kymmene Corp)

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Other Authorizations. All Authorizations (other than those specified in Section 7.1(b8.1(b), (c), (d) and (e) hereof) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained, and all required waiting periods shall have been observed, without any limitation, restriction or condition (including with the exception of the registration of the capital increase of Parent's share capital representing Parent Parent's Ordinary Shares required to be issued in connection with the delivery of the Merger Consideration) that has or could reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, a Company Material Adverse Effect (or an effect on Parent the Company and its Subsidiaries that were such effect applied to the Company Parent and its Subsidiaries, would constitute a Company Parent Material Adverse Effect), except for such Authorizations Authorizations, the failure of which to have been made or obtained does not and could not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, a Company Material Adverse Effect (or an effect on Parent the Company and its Subsidiaries that were such effect applied to the Company Parent and its Subsidiaries, would constitute a Company Parent Material Adverse Effect) and except for such Authorizations that are required by Laws to be obtained, or such waiting periods period required by Laws, Laws to be observed, prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Upm Kymmene Corp), Agreement and Plan of Merger (Champion International Corp)

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