Conditional Approvals Sample Clauses

Conditional Approvals. 3.5.1 If: (a) any term and/or condition is imposed in respect of any of the approvals referred to in Clause 3.1; and (b) the term and/or condition affects either one of the Parties (“the Affected Party”) and the Affected Party is not satisfied with the conditions imposed, the Affected Party may, within a period of fourteen (14) days from the date the Affected Party receives notice of such term and/or condition or such other time period as the Parties may mutually agree in writing (“the Notice Period”), notify the other Parties in writing of the Affected Party’s election to: a) reject the terms and/or conditions imposed, in which case the relevant approval shall be deemed not to have been obtained and the Affected Party shall thereafter be entitled but not obligated to rescind this Agreement by notice in writing to the other Party and upon such rescission the provisions of Clause 3.11 in relation to the consequences of rescission shall apply mutatis mutandis; or b) appeal against the terms and/or conditions imposed. 3.5.2 In the event that the Affected Party elects to appeal against the terms and/or conditions imposed, the Affected Party shall submit or procure the submission of the appeal within thirty (30) days from the date the Affected Party receives notice of the terms and/or conditions (“the Appeal Period”). 3.5.3 In the event that the Affected Party does not : i) notify the other Party of its rejection of the terms and/or conditions imposed or of its intention to appeal against the terms and/or conditions within the Notice Period; or ii) appeal against the terms and/or conditions within the Appeal Period, the Affected Party shall be deemed to have accepted the terms and/or conditions and the relevant approval shall be deemed to have been obtained.
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Conditional Approvals. (i) Prior to the filing of the Final Prospectus with the Qualifying Authorities, the Company shall deliver to the Underwriters, copies of correspondence from the Toronto Stock Exchange (the “TSX”) indicating that the application for the listing and posting for trading on the TSX of the Flow-Through Shares has been approved for listing subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSX; and (ii) prior to the Closing Time, the Company shall deliver to the Underwriters, copies of correspondence from the NYSE Amex Equities (“AMEX”) indicating that the application for the listing and posting for trading on the AMEX of the Flow-Through Shares has been approved for listing.
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Conditional Approvals. In the event Lessor approves or conditionally approves any such Redevelopment Plan, then prior to commencing any construction work contemplated by such Redevelopment Plan, Lessee shall submit proposed Final Plans and Specifications to Lessor for approval, which approval shall not be unreasonably withheld or delayed provided the proposed Final Plans and Specifications are, in Lessor's reasonable ​ judgment, consistent with and a logical extension of the previously approved Redevelopment Submittal or Redevelopment Plan in all material respects. In constructing any new Buildings or other Improvements, Lessee shall at all times comply with the terms and provisions of this Lease including, without limitation, the conditions set forth in Section 5.2, as if in said provisions all references to "Buildings" and "Improvements" or "Initial Project" instead referred to the new Buildings and other Improvements that are to be constructed pursuant to the Redevelopment Plan. ​
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Conditional Approvals. During the term of this Agreement and at Buyer’s sole cost and expense, Buyer will have the right to seek conditional permits, approvals, entitlements, zoning relief and similar governmental rights and privileges from any governmental authority (“Conditional Approvals”) with respect to the Property, conditioned upon Buyer closing under the terms of this Agreement and Buyer’s acquisition of the Property. Buyer covenants and warrants that it will not seek any such Conditional Approvals (and will not agree to any condition or covenant imposed upon it as a condition of such Conditional Approval) that would be binding upon Seller or that would affect the Property if the Closing does not occur. At Buyer’s written reasonable request, Seller will execute applications and other instruments as may be reasonably required for Buyer to obtain the Conditional Approvals, and Seller will otherwise reasonably cooperate with Buyer’s efforts to obtain the Conditional Approvals, so long Buyer’s requests are consistent with the requirements of this paragraph and such cooperation is at no cost to Seller. Whether or not Buyer seeks to obtain any Conditional Approvals, Buyer is responsible to apply for and obtain, at Buyer’s sole cost and expense, any Certificate of Occupancy, and all other certificates and/or approvals required by municipal, state or federal law. All repairs required in order to comply with applicable laws are Buyer’s responsibility and will be accomplished at Buyer’s sole cost and expense. Notwithstanding the foregoing, such Conditional Approval(s) that may be sought by Buyer is/are not a condition to Closing and shall in no way affect Buyer’s obligation to close on the Closing Date.
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Conditional Approvals. VC and Merger Sub shall be satisfied in their sole and absolute discretion that any conditions of approvals from the FCC, FAA, FTC, Department of Justice, any state or local public utility commission or Other Governmental Entities, placed upon VC or Merger Sub, will not have an adverse effect on the business, operations, financial performance or prospects of any of VC, Merger Sub or OP from and after the Closing.
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Conditional Approvals. The Parties have submitted relevant amendment applications and the Michigan Marijuana Regulatory Agency has granted conditional approval for WDB Holding MI, Inc. to acquire the ownership of AEY Holdings, LLC, Thrive Enterprises LLC, and RKD Ventures, LLC.
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Related to Conditional Approvals

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Partnership and Royale shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Matrix or the Royale Parties and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 6.08 shall require, or be construed to require, the Partnership or Royale or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Royale, the Partnership or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Partnership Material Adverse Effect or a Royale Material Adverse Effect, or which would materially and adversely impact the economic or business benefits to Parent, Royale, Matrix, the Partnership or their respective stockholders or partners, of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

  • Governmental Approvals Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • Consents and Requisite Governmental Approvals; No Violations (a) Except as set forth on Section 3.5(a) of the Company Parties Disclosure Schedules, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Company Party with respect to the Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Company Party 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 Sections 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, or (ii) filing of the Certificates of Merger. (b) Except as set forth on Section 3.5(b) of the Company Parties Disclosure Schedules, neither the execution, delivery or performance by a Company Party of this Agreement nor the Ancillary Documents to which the Company Party is or will be a party nor the consummation 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 Company Party’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which any Group Company is a party or (B) any Permits, (iii) violate, or constitute a breach under, any Order or Law to which any Group Company 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) or Equity Securities of any Group Company, 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 Company Party to consummate the Transactions.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Other Governmental Approvals Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with Developer in its endeavors to obtain such permits and approvals.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and the Stockholders to perform their respective obligations under this Agreement and to consummate the transactions contemplated thereby shall have been duly obtained, made or given and shall be in full force and effect, and all waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, shall have terminated or expired.

  • Governmental Approvals and Filings Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

  • Regulatory Approvals; No Defaults (1) No consents or approvals of, or filings or registrations with, or notice to, or authorizations, permits or declarations of, any Governmental Authority or with any other Person are required to be made or obtained by it or any of its Subsidiaries in connection with the execution, delivery or performance by it of this Agreement or to consummate the Merger except for (A) filing of notices, and expiration of the related waiting period, under the HSR Act, (B) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC and state securities authorities, the National Association of Securities Dealers, Inc. and Nasdaq, (C) filings under the Exchange Act, (D) the filing of the Certificate of Merger. (2) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under (or an event which with notice or lapse of time or both would become a default), result in any loss of any benefit under, give rise to any Lien, any acceleration of remedies or any penalty, increase any benefit or right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture, note, mortgage, lease or other contract, commitment, agreement or instrument to which it or any of its Subsidiaries or its or their properties is subject or bound, (B) conflict with, constitute a breach or violation of, or a default under, its Constituent Documents or those of any of its Subsidiaries or (C) assuming that the regulatory consents, approvals, authorizations, permits and declarations described in Section 5.04(d)(1) have been obtained and all filings and notifications described in Section 5.04(d)(1) have been made and the expiration or termination of related waiting periods, conflict with, violate or require any consent or approval under any such Law applicable to it or its Subsidiaries or by which any of its or its Subsidiaries' property or assets is bound.