Consents, Authorizations and Registrations. All consents, approvals, orders and authorizations of any Persons or Authorities (or registrations, declarations, filings or recordings with any such authorities) required in connection with (i) the completion of any of the transactions described in this Agreement, (ii) the execution of this Agreement, (iii) the Closing or (iv) the performance of any of the terms and conditions hereof, as set forth on Schedule 4.1.4, shall have been obtained on or before the Closing.
Consents, Authorizations and Registrations. The Required Approvals shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably.
Consents, Authorizations and Registrations. All consents, approvals, Orders and authorizations of any Person or Governmental Authority (or registrations, declarations, filings or recordings with any of them) required for the Closing (other than routine post-closing notifications or filings) shall have been obtained or made on or before the Closing.
Consents, Authorizations and Registrations. All consents, approvals, --------------------------------------------- orders and authorizations of, from or notifications to any persons or Governmental Authorities required (if any) in connection with the completion of any of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement shall have been obtained on or before the Closing Date.
Consents, Authorizations and Registrations. All consents, approvals, Orders and authorizations of any Governmental Authority (or registrations, declarations, filings or recordings with any of them), including in respect of the issuance of the Closing Date Shares, and other Persons as set out in Schedule C attached hereto, shall have been obtained, made or waived, and all applicable waiting periods shall have expired or been the subject of early termination, on or before the Closing Time.
Consents, Authorizations and Registrations. All consents, approvals, orders and authorizations of or from Governmental Authorities or any other third parties required in connection with the completion of the transactions contemplated in this Agreement shall have been obtained on or prior to the Closing Time.
Consents, Authorizations and Registrations. All consents, approvals, orders and authorizations of any Person or Governmental Authority (or registrations, declarations, filings or recordings with any such authorities), required in connection with the purchase and sale of the Purchased Assets, the assignment of all right, title and interest in the Purchased Assets (including, without limitation, the Contracts) by the Vendor to the Purchaser, the completion of the transactions contemplated by this Agreement, the execution and delivery of this Agreement, the Closing and the performance of any of the terms and conditions of this Agreement, shall have been obtained at or before the Closing Time, each of which consent is listed in Schedule 4.9.
Consents, Authorizations and Registrations. All consents, approvals, orders and authorizations of any Persons or governmental authorities in Canada or elsewhere (or registrations, declarations, filings or recordings with any such authorities) required in connection with this Agreement, have been obtained.
Consents, Authorizations and Registrations. (a) All consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required in connection with the completion of any of the transactions contemplated by this Agreement (other than with respect to any transaction involving a Benefit Plan as contemplated in Section 9.5), the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably (other than with respect to any consent to the assignment of an Assumed Contract as contemplated in Section 7.7(b)); and
(b) All approvals, waivers or modifications to Restricted Rights in the Assumed Contracts listed on Schedule 7.7 or consents required under the Assumed Contracts listed on Schedule 7.7 shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably (except for any consent to the assignment of an Assumed Contract that is a real property lease of WW Group or WW Marketing, provided only that a lease of suitable premises leased on comparable terms, including as to rent, is transferred to the Purchaser at Closing).
Consents, Authorizations and Registrations. All material consents, approvals, orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority other than clearance certificates required pursuant to any applicable retail sales tax legislation), required to be obtained by the Vendor, the Acquired Companies, the Company or the Subsidiaries in connection with the completion of any of the transactions contemplated by this Agreement (other than with respect to the Pension Plans or Benefit Plans), the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, including any consents required under Material Contracts shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably. Receipt of Competition Act Approval and HSR Approval shall be governed by the provisions of Article 10. If the Purchaser proposes to terminate this Agreement pursuant to Section 8.13 in reliance on the condition in this Section 8.5, the Vendor may require the Purchaser not to terminate and instead to proceed with a claim for damages for the failure to fulfil such condition. Such claim by the Purchaser shall not be subject to any minimum amount and the Purchaser shall be obliged to complete the purchase of the Purchased Shares notwithstanding the failure by the Vendor to fulfil the condition in this Section unless the Purchaser reasonably believes that the breach of this condition would entitle the Purchaser to damages in an amount which exceeds U.S.$20 million.
