Certain Governmental Approvals. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement, as promptly as practicable.
(b) Without limiting the generality of the undertakings pursuant to Section 5.3(a) above:
(i) Seller and Buyer shall, as promptly as practicable, but in no event later than (x) ten (10) Business Days after the date hereof, file the notification and report form pursuant to the HSR Act and (y) fifteen (15) Business Days after the date hereof, effect all other necessary notifications, or registrations to obtain the Required Antitrust Approvals, in each case as required for the transactions contemplated hereby;
(ii) Seller and Buyer shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals;
(iii) Seller and Buyer shall use reasonable best efforts to make, as promptly as practicable following the date hereof, any filings or notifications with the State Department’s Directorate of Defense Trade Controls that are required under ITAR, including applicable notifications contemplated under 22 C.F.R. § 122.4.
(iv) Seller and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between Seller or Buyer and their representatives and counsel, as the case may be, or any of their respective Subsidiaries, and any Governmental Authority with respect to such transactions. Seller and Buyer shall keep each other timely ...
Certain Governmental Approvals. (a) The FCC Consent shall have been granted and shall be effective; and
(b) Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained.
Certain Governmental Approvals. (a) The FCC Consent shall have been granted and shall be effective, and in the event any petition to deny, application for review, or other objection has been filed with respect to the FCC Applications or the FCC Consent, at Buyer’s option, the FCC Consent shall have become a Final Order; provided, however, that if the Closing occurs before the FCC Consent shall become a Final Order, Buyer and Seller Parties shall have entered into a mutually acceptable unwind agreement providing for the unwinding of the Closing in the event the FCC Consent is reversed, rescinded, vacated, set aside or annulled; and
(b) Prior written approval by the DOJ of the terms of the transactions contemplated by this Agreement as prescribed in the DOJ Final Judgment and DOJ Consent shall have been obtained.
Certain Governmental Approvals. (a) The FCC consent shall have been granted and shall be effective; and
(b) Any waiting period (and any extension thereof) applicable to consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or shall have been terminated.
Certain Governmental Approvals. (i) All applicable waiting periods (and any extensions thereof) applicable to the Merger under the HSR Act shall have expired or early termination of such waiting periods shall have been granted, (ii) any required approval of the Merger of the European Commission shall have been obtained pursuant to the EC Merger Regulation, in each case without any condition or requirements requiring or calling for any Antitrust Restraint.
Certain Governmental Approvals. All applicable waiting periods under the HSR Act and any other applicable antitrust laws shall have expired or been terminated.
Certain Governmental Approvals. The FCC Consent shall have been granted and shall be effective. The Bankruptcy Court shall have entered the Sale Order, no Order staying, reversing, modifying or amending the Sale Order shall be in effect and the Sale Order shall not be subject to any appeal.
Certain Governmental Approvals. All consents, waivers, approvals ------------------------------ and authorizations required to be obtained, and all filings or notices required to be made, by Acquiror or the Company prior to consummation of the transactions contemplated in this Merger Agreement (other than the filing of the Articles of Merger in accordance with Delaware Law) shall have been obtained from and made with the FCC and each of the public utility commissions of the states of Illinois, Michigan, Minnesota and Wisconsin.
Certain Governmental Approvals. Buyer agrees that promptly after Closing it shall actively pursue unconditional approval by the Minerals Management Service of the assignment of the Assets, and operatorship of those Assets HHOC is currently operating. Buyer obligates itself to take any and all action required by the Minerals Management Service or any other regulatory agency in order to obtain such unconditional approval, including, but not limited to, posting any and all bonds or other securities which may be required of it or its Operating Agent, in excess of such parties' existing lease, pipeline or area-wide bond.
Certain Governmental Approvals. The Company hereby covenants and agrees with the Purchasers that the Company shall take such actions and execute such documents as may be reasonably necessary or required to obtain the approvals of the Investment Center and the Office of the Chief Scientist of the Israeli Ministry of Commerce and Industry in connection with the performance and consummation of the transactions contemplated by the Securities Purchase Agreement.
