Consents; Filings. Without limiting the generality of Section 5.1, CPRE will use commercially reasonable efforts to (i) obtain as promptly as practicable all approvals, authorizations, consents and permits required to be obtained by the HIG Group or any CPRE Entity in connection with the authorization, execution and delivery of this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the Required Approvals hereunder and necessary consents of landlords to the assignment of the Lease Agreements and (ii) make, as promptly as practicable, all necessary filings (including for the removal of any and all liens and other encumbrances on the Transferred Assets) and thereafter make any other required submissions, with respect to this Agreement, the Stock Purchase Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, in each case, required under any Applicable Law, including using its commercially reasonable efforts to contest in good faith any Litigation challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements. CPRE shall cooperate with the Tower Entities in connection with the seeking of all such approvals, authorizations, consents and permits and the making of all such filings, and will promptly notify TRM and the Purchasing Insurers in writing of any pending or, to the knowledge of CPRE, threatened Litigation by any Governmental Authority or any other Person (A) challenging or seeking material monetary damages in connection with the consummation of the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements or (B) seeking to restrain or prohibit, enjoin, alter or materially delay the transactions contemplated by this Agreement, the Stock Purchase Agreement or the Ancillary Agreements.
Consents; Filings. Except as set forth in Schedule 3.6, no ----------------- registration or filing with, or consent, approval, permit, authorization or action by, any third party (including, without limitation, any federal, state, local, foreign or other governmental agency, instrumentality, commission, authority, board or body or other person or entity) is required to be made by Flagship or PQC in connection with the execution and delivery by Flagship and PQC of this Agreement or the other agreements, documents and instruments to be executed and delivered by Flagship and PQC pursuant hereto or the consummation by Flagship and PQC of the transactions contemplated hereby or thereby.
Consents; Filings. No filing or registration with, notification to and no permit, authorization, consent or approval of any Governmental entity is required by Purchaser or any of Purchaser's subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Purchaser of the transactions contemplated hereby, except as set forth in Schedule 4.2(b) hereto and except: (i) as required by (A) the Securities Act and the Exchange Act, (B) state securities or "blue sky" laws, and (C) the NASDAQ and (ii) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, materially impair Purchaser's ability to consummate the transactions contemplated hereby.
Consents; Filings. (a) The Company shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
Consents; Filings. Upon the terms and subject to the conditions hereof, each of the Parties hereto shall, and shall cause their respective Affiliates to, use all reasonable efforts, to obtain from the requisite Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.
Consents; Filings. Except as set forth in Schedule 2.6 hereto, no ----------------- ------------ registration or filing with, or consent, approval, permit, authorization or action by, any third-party (including, without limitation, any federal, state, local, foreign or other governmental agency, instrumentality, commission, authority, board or body or other person or entity (a "Governmental Entity") is required in connection with the execution and delivery by the Company, any Stockholder or any Optionholder of this Agreement or the other agreements, documents and instruments to be executed and delivered by Company, any Stockholder or Optionholder pursuant hereto or the consummation by the Company, the Stockholders or the Optionholders of the transactions contemplated hereby or thereby.
Consents; Filings. No filing or registration with, no notification to, and no permit, authorization, consent or approval of, any Governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required to be obtained or made by any of the Gilat Parties or the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except as will be obtained prior to the Closing Date and except (i) as required by (A) the Securities Act and the Exchange Act, (B) state securities or "blue sky" laws and (C) the National Association of Securities Dealers, Inc. ("NASD") or the Nasdaq National Market ("NASDAQ"), and (ii) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Company Material Adverse Effect, a Gilat Material Adverse Effect or an adverse affect upon the ability of the Gilat Parties to consummate the transactions contemplated hereby.
Consents; Filings. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, each of the parties to this Agreement shall use its commercially reasonable efforts to (i) obtain any consents, approvals or other authorizations required in connection with the transactions contemplated by this Agreement and (ii) make any necessary filings and notifications, and thereafter make any other submissions either required or deemed appropriate by each of the parties to this Agreement, in connection with the transactions contemplated by this Agreement under (A) the Securities Act, the Exchange Act and state securities or "blue sky" Laws, (B) the HSR Act, and (C) any other applicable Laws, including all real estate transfer tax returns. Triarc, RTMMC and the Members shall cooperate and consult with each other in connection with the making of all such filings and notifications. Neither Triarc, RTMMC nor any of the Members shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
Consents; Filings. All necessary consents shall have been obtained and all necessary filings shall have been made to permit the consummation of the transactions contemplated by this Agreement.
Consents; Filings. Except as set forth in Schedule 2.03 hereto, no ----------------- ------------- registration or filing with, or consent, approval, permit, authorization or action by, any third-party (including, without limitation, any federal, state, local, foreign or other governmental agency, instrumentality, commission, authority, board or body or other person or entity ("Government Entity")) is required in connection with the execution and delivery by Seller of this Agreement or the other agreements, documents and instruments to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated hereby or thereby.
