Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, (ii) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, and (iii) as otherwise disclosed on Section 5.7 of the Acquiror Disclosure Letter.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Xos, Inc.), Agreement and Plan of Merger (NextGen Acquisition Corp), Agreement and Plan of Merger (ACE Convergence Acquisition Corp.)

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Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, Act and securities Laws and (ii) in connection with the Domestication, the applicable requirements and required approval of or filings with the Cayman Registrar, Registrar and (iii) as otherwise disclosed on Section 5.7 the Secretary of the Acquiror Disclosure LetterState of Delaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reinvent Technology Partners)

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, (ii) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, Registrar and (iii) as otherwise disclosed on Section 5.7 of the Acquiror Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CITIC Capital Acquisition Corp.)

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, (ii) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, (iii) applicable requirements of the NSIA, (iv) in connection with authorizations issued by the FCC pursuant to the Communications Act and its implementing regulations and (iiiv) as otherwise disclosed on Section 5.7 of the Acquiror Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NextGen Acquisition Corp. II)

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company Holder and the Companies contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub Subs with respect to Acquiror’s Acquiror or Merger Sub’s Subs’ execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, (ii) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, Registrar and (iii) as otherwise disclosed on Section 5.7 6.7 of the Acquiror Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp.)

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (ia) applicable requirements of the HSR Act, (iib) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, and (iiic) as otherwise disclosed on Section 5.7 of the Acquiror Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp. III)

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Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s 's or Merger Sub’s 's execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (ia) applicable requirements of the HSR Act, (iib) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, and (iiic) as otherwise disclosed on Section 5.7 of the Acquiror Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aurora Acquisition Corp.)

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, (ii) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, and (iii) as otherwise disclosed on Section 5.7 5.8 of the Acquiror Disclosure Letter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marquee Raine Acquisition Corp.)

Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Actantitrust or competition Laws, if any, and (ii) in connection with the Domestication, the applicable requirements and required approval of the Cayman Registrar, and (iii) as otherwise disclosed on Section 5.7 of the Acquiror Disclosure Letter.

Appears in 1 contract

Samples: Registration Rights Agreement (Perception Capital Corp. II)

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