Company Consents. No approval, consent, order or action of or filing with any court, administrative agency, governmental authority or other third party is required for the execution, delivery or performance by the Company of the Company Related Documents.
Company Consents. Subject to the terms and conditions of this Agreement, the FVE Board:
(a) has approved the Proposed Acquisition and any future transfer of ownership of Common Shares upon the death of a Requesting Party who is an individual to his estate or spouse under Sections 3-601(j)(3) and 3-603(c)(1)(ii) of the MGCL so that: (i) no Requesting Party, Related Person or, upon the death of a Requesting Party who is an individual, the estate or spouse of such Requesting Party, will be an “interested stockholder” (as defined in and for the purposes of Section 3-601 of the MGCL) as a result of the Proposed Acquisition or any such future transfer and their beneficial ownership of Common Shares up to their applicable Excepted Holder Limit; (ii) the restrictions on business combinations contained in Subtitle 6 of Title 3 of the MGCL do not apply to (x) the Proposed Acquisition, (y) any future transfer of ownership of Common Shares upon the death of a Requesting Party who is an individual to his estate or spouse or (z) any Requesting Party or Related Person as a result of the Proposed Acquisition; and (iii) any future business combination with (x) any Requesting Party or Related Person or (y) upon the death of any such Requesting Party who is an individual, such Requesting Party’s estate or spouse, are exempted from the provisions of Section 3-602 of the MGCL;
(b) has approved the Proposed Acquisition under Section 9.3 of Article IX of the Company’s Bylaws and any other “Transfers” (as that term is defined in the Company’s Bylaws) to a Requesting Party (or from an individual Requesting Party, upon his death, to his estate or spouse) which would otherwise constitute a “5-percent Transaction” (as that term is defined in the Company’s Bylaws) to the extent that after such Transfer, the Requesting Parties’ (inclusive of his estate’s or spouse’s, as so described) Constructive Ownership of Common Shares does not exceed the Maximum Shares;
(c) has approved the grant to the Requesting Parties (inclusive of the estate and/or spouse of any Requesting Party who is an individual to the extent Common Shares Constructively Owned by such Requesting Party are transferred to such estate or spouse upon the death of such Requesting Party) of an exception to the Ownership Limit so that the Requesting Parties (inclusive of such estates and spouses, as so described) may Constructively Own, in the aggregate, up to the Maximum Shares and the Requesting Parties (inclusive of such estates and spouses, a...
Company Consents. On or before the Closing, the Company shall use its commercially reasonable best efforts to obtain such terminations, consents, waivers or amendments from those parties in respect of such agreements as are set forth in Schedule 5.13, subject to the approval of Parent, which approval shall not be unreasonably withheld.
Company Consents. There are no authorizations, consents, permits, licenses or approvals of, or declarations, registrations or filings with, any governmental or regulatory authority required by the Company in connection with the execution, delivery or performance by the Sellers of this Agreement or the consummation by the Sellers of the transactions contemplated hereby.
Company Consents. Promptly take all actions necessary to obtain or make the Company Consents and Filings.
Company Consents. The execution, delivery and performance of the Agreement will or may require the following consents, approvals and reviews:
Company Consents. (a) From the date of execution of this Agreement, the Company shall, at its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Company Consents.
(b) Upon receiving a written request from the Company so to do, the Power Purchaser shall take such actions as are reasonable under the circumstances to assist the Company in its efforts to procure or renew any Company Consents that it has (or its Contractors have) not received after proper application therefor, provided, however, that, where the Company makes any such request of the Power Purchaser, the Company shall:
(i) prior to the date upon which its request to the Power Purchaser is submitted, have done all such things as it is reasonable for the Company to have done and as are necessary to procure or renew any Company Consent which is the subject of such request;
(ii) notwithstanding the making of any such request, continue diligently to pursue the grant or renewal of any Company Consent which is the subject of such a request;
(iii) at the same time as it submits its request, disclose to the Power Purchaser the full details of the actions which the Company has, prior to the date of the request, taken to procure or renew the Company Consent and of the actions it is continuing to take with respect to the procurement or renewal of any such Company Consent;
(iv) provide the Power Purchaser with such assistance, information and/or documents as the Power Purchaser may reasonably request in connection with the Company’s request; and
(v) bear all reasonable out-of-pocket costs and expenses incurred, duly supported by relevant documents, if any, by the Power Purchaser in relation to such request from the Company.
(c) To the extent material to the Company’s rights or obligations under this Agreement, the Power Purchaser shall, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Power Purchaser Consents.
Company Consents. The Company shall have obtained the consents and approvals of the Governmental Entities and third parties listed on Section 6.1(e) of the Company Disclosure Schedule, the failure of which to be received would reasonably be expected to have either a Parent Material Adverse Effect or a Company Material Adverse Effect.
Company Consents. The Majority Owner and the Company shall have delivered to Hightimes copies of the resolutions of both of the Company’s board of directors and shareholder, with such resolutions duly and validly adopting and being in full force and effect, the authorization of the execution and delivery by the Company of this Agreement and such other transaction documents to which the Company is a party and the performance by the Company of its obligations hereunder and thereunder.
Company Consents. The Companies shall have obtained the consents and approvals of the Governmental Entities and third parties listed in Section 3.4 of the Sellers Disclosure Schedule.
