Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters; and such Selling Stockholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 3 contracts
Samples: Underwriting Agreement (Beacon Roofing Supply Inc), Underwriting Agreement (Beacon Roofing Supply Inc), Underwriting Agreement (Beacon Roofing Supply Inc)
Required Consents; Authority. All Except (i) as may be required under foreign or states securities (or Blue Sky) laws or by FINRA or by the New York Stock Exchange (the “Exchange”) in connection with the purchase and distribution of the Shares by the Underwriters and (ii) as would not impair in any material respect the ability of any such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 3 contracts
Samples: Sunnova Energy International Inc., Sunnova Energy International Inc., Sunnova Energy International Inc.
Required Consents; Authority. All Except (i) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Market in connection with the purchase and distribution of Shares by the Underwriters and (ii) as would not, individually or in the aggregate, reasonably be expected to impair such Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this AgreementAgreement hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder.
Appears in 1 contract
Samples: R1 RCM Inc.
Required Consents; Authority. All Except (i) as will have been obtained on or prior to the Applicable Time for the registration under the Securities Act of the Shares, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the New York Stock Exchange in connection with the purchase and distribution of the Shares by the Underwriters and (iii) as would not impair in any material respect the ability of such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunderhereunder after giving effect to the Distribution; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained obtained, except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA or the New York Stock Exchange and under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, or as would not impair in any material respect the ability of such Selling Stockholder to execute, deliver and perform the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Required Consents; Authority. All Except (i) as will have been obtained on or prior to the Applicable Time for the registration under the Securities Act of the Shares, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Market in connection with the purchase and distribution of the Shares by the Underwriters and (iii) as would not impair in any material respect the ability of the Selling Shareholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder Shareholder of this Agreement, Agreement and for the sale and delivery of the Shares to be sold by such the Selling Stockholder Shareholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such the Selling Stockholder Shareholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder Shareholder hereunder; this Agreement has been duly authorized, executed and delivered by such the Selling StockholderShareholder.
Appears in 1 contract
Required Consents; Authority. All consents, approvals, authorizations and orders (in the case of GDD International Holding Company (“GDD International”), including but not limited to pursuant to the Listing Rules of the Hong Kong Stock Exchange applicable to “major transactions” (as defined therein)) necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Agreement to Sell (the “Sale Agreement”) hereinafter referred to between the Company and such Selling Stockholder , and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and the Sale Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and this Agreement has and the Sale Agreement have been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Samples: Underwriting Agreement (Grid Dynamics Holdings, Inc.)
Required Consents; Authority. All Except (i) as will have been obtained on or prior to the Applicable Time for the registration under the Securities Act of the Shares, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Market in connection with the purchase and distribution of the Shares by the Underwriters and (iii) as would not impair in any material respect the ability of any such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, Agreement and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling StockholderStockholders.
Appears in 1 contract
Samples: MKS Instruments Inc
Required Consents; Authority. All Except (i) as will have been obtained on or prior to the Applicable Time for the registration under the Securities Act of the Shares, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA in connection with the purchase and distribution of the Shares by the Underwriters and (iii) as would not impair in any material respect the ability of such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; hereunder this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Samples: Letter Agreement (Amyris, Inc.)
Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained obtained, except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA, the New York Stock Exchange in connection with the listing of the Stock and under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters, or as would not impair in any material respect the ability of such Selling Stockholder to execute, deliver and perform the transactions contemplated by this Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, Agreement and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) such as has been obtained or will be obtained prior to the registration of the Shares under the Securities Act and Closing Date, (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal by the Securities Act, the Exchange Act, the rules of the New York Stock Exchange (the “Exchange”), FINRA or the securities laws and applicable state securities and or Blue Sky laws of the various states in connection with the purchase offer and distribution sale of the Shares or (iii) such that would not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated by the Underwritersthis Agreement; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Required Consents; Authority. All Except (i) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Market in connection with the purchase and distribution of Shares by the Underwriters and (ii) as would not, individually or in the aggregate, reasonably be expected to impair such Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this AgreementAgreement hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Required Consents; Authority. All Except (i) as may be required under foreign or states securities (or Blue Sky) laws or by FINRA or by the New York Stock Exchange (the “Exchange”) in connection with the purchase and distribution of the Shares by the Underwriters and (ii) as would not impair in any material respect the ability of such Selling Stockholder to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Samples: Sunnova Energy International Inc.
Required Consents; Authority. All Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by such the Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such the Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such the Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such the Selling Stockholder hereunder; this Agreement has have each been duly authorized, executed and delivered by such the Selling Stockholder.
Appears in 1 contract
Samples: Advisory Board Co
Required Consents; Authority. All Except (i) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the NASDAQ Market in connection with the purchase and distribution of Shares by the Underwriters and (ii) as would not, individually or in the aggregate, reasonably be expected to impair such Selling Stockholder’s ability to perform its obligations under this Agreement in any material respect, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this AgreementAgreement hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such the Selling Stockholder.
Appears in 1 contract
Samples: R1 RCM Inc. /DE
Required Consents; Authority. All Except for the registration under the Securities Act of the Shares and such consents, approvals, authorizations and orders as may be required under any state securities, blue sky or antifraud laws (collectively, the “State Securities Laws”) or FINRA in connection with the purchase and distribution of the Shares by the Underwriters, all consents, approvals, authorizations and orders necessary for the execution and delivery by or on behalf of such Selling Stockholder of this Agreement, Agreement and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained except for (i) the registration of the Shares under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under federal securities laws and applicable state securities and Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwritersobtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
Appears in 1 contract
Samples: CDW Corp