Assistance with Gaming Approvals Sample Clauses

Assistance with Gaming Approvals. (a) The Company will and will cause its Gaming Subsidiaries to assist the Purchaser and pay all expenses of the Purchaser (including fees of counsel) in obtaining all approvals of any Gaming Authority or other Governmental Body that are required by law, including, without limitation, the Gaming Laws, for or in connection with any action or transaction contemplated by the Transaction Documents, including any approvals required for the conversion of the Series D Preferred Stock. (b) Following the Closing Date, the Purchaser shall not be obligated to make any filing under the Gaming Laws of any other jurisdiction, and shall not be required to apply for licensure or registration, seek a finding of suitability or a waiver of licensing, registration or suitability requirements or seek any similar approval of any Gaming Authority or other Governmental Body under the Gaming Laws (collectively, a "GAMING APPROVAL"). In the event any applicable Gaming Authority or other Governmental Body requires the Purchaser to apply for a Gaming Approval, the Company will or will cause the relevant Gaming Subsidiary to, at Purchaser's request, withdraw from such jurisdiction and not sell its products or otherwise conduct its business in such jurisdiction in a manner that would otherwise require Purchaser to be required to apply for a Gaming Approval of any Gaming authority or other Governmental Body under the Gaming Laws of such jurisdiction. The Company further agrees that it will not and will cause its Gaming Subsidiaries not to seek any remedy against the Purchaser, either at law or in equity, for the Purchaser's failure or refusal to apply for a Gaming Approval, including, without limitation, seeking the divestiture by the Purchaser of the Series D Preferred Stock, the Amended Notes, the New Notes or any other securities of the Company then held by the Purchaser. SECURITIES PURCHASE AGREEMENT 13% SENIOR SECURED NOTES COMPANY SIGNATURE PAGE If this Agreement is satisfactory, please so indicate by signing the applicable attached signature page of this Agreement and delivering such counterpart to the Company whereupon this Agreement will become binding among the parties hereto in accordance with its terms. SILICON GAMING, INC., a California corporation By: ---------------------------------------- Name: Andrew Pascal Title: President and Chief Executive Officer SECURITIES PURCHASE AGREEMENT FOR SENIOR SECURED NOTES OF SILICON GAMING, INC. PURCHASER SIGNATURE PAGE Accepted and agr...
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Assistance with Gaming Approvals. Each Assignor agrees to assist the Collateral Agent in obtaining all approvals of any Gaming Authority or other governmental authority that are required by law, including, without limitation, the Applicable Gaming Regulations, in connection with any action or transaction contemplated by this Agreement and, at the request of the Collateral Agent after and during an Event of Default, to prepare, sign and file with the appropriate Gaming Authority such Assignor's portion of any application for consent to the transfer of any Collateral necessary or appropriate under Applicable Gaming Regulations for approval by such Gaming Authority of any sale or transfer of such Collateral pursuant to the exercise of the Collateral Agent's (or Secured Creditors') remedies hereunder and under the Credit Documents.
Sample 1
Assistance with Gaming Approvals. The Company and its Gaming -------------------------------- Subsidiaries agree to assist the Purchaser and any Holder in obtaining all approvals of any Gaming Authority or other Governmental Body that are required by law, including, without limitation, the Gaming Laws, for or in connection with any action or transaction contemplated by the Transaction Documents and, at the request of any Holder after and during an Event of Default, to prepare, sign and file with the appropriate Gaming Authorities the transferor's portion of any application for consent to the transfer of control thereof necessary or appropriate under the Gaming Laws for approval of any sale or transfer of any applicable pledged collateral consisting of the Capital Stock of the Gaming Subsidiaries pursuant to the exercise of the Holder's remedies hereunder and under the Transaction Documents. 77 SECURITIES PURCHASE AGREEMENT UNITS OF SENIOR DISCOUNT NOTES AND COMMON STOCK PURCHASE WARRANTS COMPANY SIGNATURE PAGE If this Agreement is satisfactory, please so indicate by signing the applicable attached signature page of this Agreement and delivering such counterpart to the Company whereupon this Agreement will become binding among the parties hereto in accordance with its terms. SILICON GAMING, INC., a California corporation By: _____________________________________________ Name: Xxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer SECURITIES PURCHASE AGREEMENT FOR UNITS OF SENIOR DISCOUNT NOTES AND COMMON STOCK PURCHASE WARRANTS PURCHASER SIGNATURE PAGE Accepted and agreed as of the Aggregate Number and date first written above: Purchase Price of Units to be Purchased: B III CAPITAL PARTNERS, L.P., Number of Units: 300, $25,000,000, a Delaware limited partnership Comprised of: By: DDJ Capital III, LLC, Aggregate principal its General Partner amount of Senior Discount Notes By: DDJ Capital Management, LLC, to be Purchased: $30,000,000 its Manager Aggregate Number of Shares of Common Stock Purchase Warrants to By: ____________________________ be Purchased: 375,000 Name: Title: Member Purchase Price: $25,000,000 Address: c/o DDJ Capital Management, LLC Attn: Xxxxx Xxxxxxxxx Xxxxxxx 000 Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Nominee (name in which the Units are to be registered, if different than name of Purchaser): Xxxxxxx Xxxxx & Company FFC: BIII Capital Partners, L.P. -------------------------------------------------------- ...
Sample 1

Related to Assistance with Gaming Approvals

  • Compliance With Laws and Approvals Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Approvals No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

  • Permits and Approvals Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a Parent Party, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactions.

  • Consents, Licenses and Approvals The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of a Responsible Officer of the Borrower (i) attaching copies of all consents, authorizations and filings referred to in Section 5.4, and (ii) stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance satisfactory to the Administrative Agent.

  • Compliance with Law; Governmental Approvals Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

  • Certain Approvals 19 Section 5.24

  • Authority; No Violations; Consents and Approvals (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of each of Parent (subject to obtaining Parent Stockholder Approval) and Merger Sub (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub), which shall occur immediately after the execution and delivery of this Agreement, and the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability to Creditors’ Rights. The Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance, are fair to, and in the best interests of, Parent and the holders of Parent Capital Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Parent Stock Issuance, and (iii) resolved to recommend that the holders of Parent Common Stock approve the Parent Stock Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The Merger Sub Board, at a meeting duly called and held, has by unanimous vote (A) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, Merger Sub and the sole stockholder of Merger Sub and (B) approved and declared advisable this Agreement and the Transactions, including the Merger. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, will immediately after the execution and delivery of this Agreement adopt this Agreement in its capacity as sole stockholder of Merger Sub. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance. (b) The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) contravene, conflict with or result in a breach or violation of any provision of the Organizational Documents of either Parent (assuming that the Parent Stockholder Approval is obtained), any of its Subsidiaries, or Merger Sub, (ii) with or without notice, lapse of time or both, result in a violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a breach or violation of any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

  • Licenses and Approvals Contractor shall obtain and keep current all necessary licenses, approvals, permits and authorizations required by Applicable Laws to provide the Work. Contractor will be responsible for all fees and taxes associated with obtaining such licenses, approvals, permits and authorizations, and for any fines and penalties arising from its noncompliance with any Applicable Law.

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