Common use of Governmental Authorization; Third Party Consents Clause in Contracts

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, the Company of this Agreement, each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Touch America Holdings Inc), Stock Purchase Agreement (Williams Communications Group Inc), Stock Purchase Agreement (Ibeam Broadcasting Corp)

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Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, ------------------------------------------------ consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery purchase of the Purchased SharesShares and the Warrants) by, or enforcement against, the Company such Purchaser of this Agreement, Agreement and each of the other Transaction Documents to which it such Purchaser is a party or the transactions contemplated hereby and thereby.

Appears in 4 contracts

Samples: Stock and Warrant Purchase Agreement (Prime Response Group Inc/De), Stock and Warrant Purchase Agreement (Prime Response Inc/De), Stock and Warrant Purchase Agreement (Prime Response Group Inc/De)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery purchase of the Purchased SharesShares or, in the case of Beacon, the Beacon Warrant) by, or enforcement against, the Company such Purchaser of this Agreement, Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 4 contracts

Samples: Stock and Warrant Purchase Agreement (Evergreen Solar Inc), Stock and Warrant Purchase Agreement (Chleboski Richard G), Stock and Warrant Purchase Agreement (Evergreen Solar Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 4.4 of the Disclosure Letter, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority Entity or any other Person, and no lapse of a waiting period under a material Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, the Company Seller of this Agreement, each of the other Transaction Documents Ancillary Agreements to which it is a party or the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Asset Sale Agreement (Williams Communications Group Inc), Asset Sale Agreement (Ibeam Broadcasting Corp), Asset Sale Agreement (Williams Communications Group Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure LetterSchedule 3.3, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirement of Law, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery of the Purchased SharesSecurities) by, or enforcement against, the Company of this Agreement, each of Agreement and the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Proxicom Inc), Preferred Stock Purchase Agreement (Proxicom Inc), Preferred Stock and Warrant Purchase Agreement (Proxicom Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, ------------------------------------------------ consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery of the Purchased SharesShares or the Warrants) by, or enforcement against, the Company of this Agreement, each of Agreement and the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Stock and Warrant Purchase Agreement (Prime Response Inc/De), Stock and Warrant Purchase Agreement (Prime Response Group Inc/De)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, ------------------------------------------------ consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery of the Purchased SharesSecurities) by, or enforcement against, the Company of this Agreement, each of Agreement and the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Synapse Group Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of for certain post-closing reports to the Disclosure LetterUnited States Small Business Administration, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery purchase of the Purchased SharesNote) by, or enforcement against, the Company Purchaser of this Agreement, Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Registration Rights Agreement (Vertex Interactive Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson with respect to any Requirement of Law, and no lapse of a waiting period under a any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery purchase of the Purchased SharesShares and the Warrants) by, or enforcement against, the Company such Purchaser of this Agreement, Agreement and each of the other Transaction Documents to which it such Purchaser is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Proxicom Inc)

Governmental Authorization; Third Party Consents. Except as set forth in on Section 3.3 of the Disclosure LetterSchedule, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery of the Purchased Shares) Notes by, or enforcement against, the Company of this Agreement, each of Agreement and the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Security Agreement (Satcon Technology Corp)

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Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, consent, compliance, exemption, authorization authorization, order, license, franchise, permit, certificate or accreditation of, or other action by, or notice to, or filing filing, application or registration with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including the sale, issuance and delivery purchase of the Purchased Shares) byby such Purchaser of, or enforcement againstagainst such Purchaser in relation to, the Company of this Agreement, Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jamba, Inc.)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, consent, compliance, exemption, authorization authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson with respect to any Requirement of Law, and no lapse of a waiting period under a any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery purchase of the Purchased Preferred Shares) by, or enforcement against, the Company such Purchaser of this Agreement, Agreement and each of the other Transaction Documents to which it such Purchaser is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Proxicom Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, ------------------------------------------------ consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery purchase of the Purchased Shares) by, or enforcement against, the Company such Purchaser of this Agreement, Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bottomline Technologies Inc /De/)

Governmental Authorization; Third Party Consents. Except as set forth contemplated by the Transaction Documents and except to the extent previously and duly obtained or made and in Section 3.3 of the Disclosure Letterfull force and effect, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirement of Law or Contractual Obligation, and no lapse of a waiting period under a any Requirement of LawLaw or Contractual Obligation, is necessary or required in connection with the execution, delivery or performance (including by the sale, issuance and delivery of the Purchased Shares) by, Company or enforcement against, against the Company of this Agreement, each of Agreement and the other Transaction Documents to which it is a party or the transactions contemplated hereby and or thereby.

Appears in 1 contract

Samples: Senior Subordinated Note and Warrant Purchase Agreement (Saleslogix Corp)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 for filing of the Disclosure LetterSecurities Filings, no material approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other PersonPerson in respect of any Requirement of Law, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery of the Purchased SharesNotes) by, or enforcement against, against the Company of this Agreement, each of Agreement and the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Convertible Promissory Note Purchase Agreement (Transgenomic Inc)

Governmental Authorization; Third Party Consents. Except as set forth in Section 3.3 of the Disclosure Letter, no material No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other individual, firm, corporation, partnership, trust, association, joint venture, limited liability company, or other entity of any kind (a "Person"), and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, the Company of this Agreement, each of the other Transaction Documents to which it is a party or Agreement and the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (California Micro Devices Corp)

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