Consents or Approvals Required Sample Clauses
The "Consents or Approvals Required" clause establishes that certain actions, decisions, or transactions under the agreement cannot proceed without obtaining explicit permission from specified parties or authorities. In practice, this clause may require a party to secure written approval from the other party, a regulatory body, or a third party before making changes such as assigning rights, amending terms, or entering into subcontracts. Its core function is to ensure oversight and control over significant actions, thereby preventing unauthorized changes and protecting the interests of all parties involved.
Consents or Approvals Required. Except for the filing of any notice which may be required under applicable Federal or state securities law (which, if required, has been or shall be filed on a timely basis as may be so required), no authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person or entity is required for the valid authorization, execution, delivery and performance by the Corporation of this Agreement or any of the Related Agreements.
Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its Subsidiaries under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any provision of (i) its or any of its Subsidiaries’ Certificate of Incorporation, Bylaws or similar organizational document, (ii) any Contract, note, instrument or financing obligation to which Purchaser or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or, assuming compliance with the matters referred to in the immediately following sentence, any Applicable Law applicable to Purchaser or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not, individually or in the aggregate, have a Material Adverse Effect on Purchaser or otherwise materially adversely affect Purchaser’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. Except as set forth in Schedule 3.04 or in the Purchaser SEC Documents, no Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition, other than (A) the Shareholder Approval and the filing with the U.S. Securities and Exchange Commission (the “SEC”) of the Proxy Statement relating thereto, (B) any other required filing with the SEC under the Securities Act or the Securities Exchange Act of 1934, as amended (the “EXCHANGE ACT”), or any required filing with or notification to the AMEX, (C) those required under any U.S. state securities or “blue sky” laws in connection with the issuance or resale of the Wireless Shares, (D) any foreign governmental and regulatory filings, notices and approvals required to be ma...
Consents or Approvals Required. The execution, delivery and performance by the Seller of this Agreement and the other Seller Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of the Seller’s certificate of incorporation or bylaws or similar governing documents, (b) violate in any material respect any Applicable Law to which the Seller is subject or to which any Transferred Asset is subject or (c) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which the Seller is a party or by which it is bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement. No Consent of any Governmental Authority is required in connection with the execution, delivery and performance by the Seller of this Agreement and the Seller Ancillary Documents to which the Seller is a party or the consummation of the transactions contemplated hereby or thereby. 4.4
Consents or Approvals Required. Buyer or Seller shall have obtained, on or before the Closing Date, all of the Requisite Consents; provided that Buyer may in its sole discretion waive the requirement to obtain any Requisite Consent. Notwithstanding the foregoing, a Requisite Consent for any Assumed Contract shall not be deemed a condition precedent to closing; provided that Buyer shall not be obligated to assume any such Assumed Contract for which the other party named in such Assumed Contract does not provide to Buyer the goods or services to be provided thereunder by such other party.
Consents or Approvals Required. No filing with or consent or approval of any third party is required or necessary to effect the transfer, assignment or lease of the assets and properties of Seller to be transferred, assigned or leased to Buyer hereunder or the assignment of the Assumed Contracts by Seller to Buyer, except for the consents or approvals listed on Schedule 2.2 attached hereto (collectively, the "Requisite Consents"). There is no charter, bylaw, lease, mortgage, agreement, instrument or other restriction of any kind or character or order, judgment or decree binding upon Seller or to which any of the Assets is subject which would be breached by or would prevent the consummation of the sale of the Assets by Seller to Buyer pursuant to this Agreement and the transactions contemplated hereby assuming the Requisite Consents are obtained.
Consents or Approvals Required. Except as set forth on Schedule 4.3 of the Schedules, no filing with, or consent or approval of, any third party is required or necessary for Sellers to affect the sale, transfer, or assignment of the Purchased Assets.