Common use of Regulatory Filings; No Defaults Clause in Contracts

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Seller, the Company, the Bank or any other of the Company’s Subsidiaries in connection with the execution, delivery or performance by Seller, the Company, the Bank or any other of the Company’s Subsidiaries of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Annex A, as applicable to the Seller, the Company or the Bank, and approval of or non-objection to such applications, filings and notices; (ii) the Third Party Consents listed in Section 3.5(a) of the Seller’s Disclosure Schedule, (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock Sale; and (iv) such other non-Governmental Authority third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Share Purchase Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Share Purchase Agreement (PNC Financial Services Group, Inc.)

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Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Seller, the Company, the Seller Bank or any other of the CompanySeller Bank’s Subsidiaries in connection with the execution, delivery or performance by Seller, the Company, the Seller Bank or any other of the CompanySeller Bank’s Subsidiaries of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Annex A, as applicable to the Seller, the Company or the Seller Bank, and approval of or non-objection to such applications, filings and notices; (ii) the Third Party Consents listed in on Section 3.5(a) of the Seller’s Seller Disclosure Schedule, ; (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock SaleTransfer and Purchase; and (iv) such other non-Governmental Authority third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Effect.‌

Appears in 1 contract

Samples: Share Purchase Agreement

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Seller, the Company, the Seller Bank or any other of the CompanySeller Bank’s Subsidiaries in connection with the execution, delivery or performance by Seller, the Company, the Seller Bank or any other of the CompanySeller Bank’s Subsidiaries of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Annex A, as applicable to the Seller, the Company or the Seller Bank, and approval of or non-objection to such applications, filings and notices; (ii) the Third Party Consents listed in on Section 3.5(a) of the Seller’s Seller Disclosure Schedule, ; (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock SaleTransfer and Purchase; and (iv) such other non-Governmental Authority third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Bank of Montreal /Can/)

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Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Seller, the CompanySellers, the Bank or any other of the Company’s Transferred Subsidiaries in connection with the execution, delivery or performance by Seller, the Company, the Bank Sellers (or any other of the Company’s Subsidiaries their Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Annex ASchedule 3, as applicable to the Seller, the Company Sellers or the Bank, and approval of or non-objection to such applications, filings and notices; (ii) the Third Party Consents listed in Section 3.5(a) of the Seller’s Sellers’ Disclosure Schedule, ; (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock Sale; and (iv) such other non-Governmental Authority third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Us Bancorp \De\)

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