Consents; HSR Act. 37 Section 5.2 Conduct of Business...................................38 Section 5.3 Access................................................39 Section 5.4 Non-Solicitation......................................40 Section 5.5 Supplements to Disclosure Schedule; Notice and Cure.......................................40 Section 5.6 Financing.............................................41 Section 5.7 Stock Incentive Plan..................................41 Section 5.8 Fairness Opinion......................................41 ADDITIONAL COVENANTS Section 6.1 Publicity.............................................41 Section 6.2 Director and Officer Indemnification..................42 Section 6.3 Legend................................................42 Section 6.4 Further Assurances....................................43
Consents; HSR Act. (a) The Company shall, at its cost and expense, use commercially reasonable efforts to obtain as promptly as possible, all Consents required to consummate the transactions contemplated by the Transaction Agreements, including those listed on Schedule 3.3. The Investor will reasonably cooperate in obtaining the Consents, but the Investor will not be required (i) to make any payment to any Person from whom such consent is sought or (ii) to accept any material changes in, or the imposition of any materially adverse condition to any Contract, Franchise, or License as a condition to obtaining any Consent. All Consents to be obtained by the Classic Companies shall be in a form reasonably acceptable to the Investor. Subsequent to the Closing, the Classic Companies shall continue to use commercially 36 44 reasonable efforts to obtain in writing any Consent required to be obtained by it that was not obtained on or before Closing, and deliver copies of such to the Investors, in a form reasonably satisfactory to the Investor. The obligations set forth in this subsection shall survive Closing and shall not be merged in the consummation of the transactions contemplated hereby.
Consents; HSR Act. (a) Other than the U.S. Bankruptcy Court's entry of the U.S. Order and the Canadian Bankruptcy Court's entry of the Canadian Order which are addressed in Section 13.7, all Required Consents required in connection with the execution, delivery and performance of this Agreement (including, but not limited to, those required under the ICA), shall have been duly obtained and shall be in full force and effect on the Closing Date.
Consents; HSR Act. In each case where any of the Contracts, the Permits or any other items of the Purchased Assets are to be transferred to Buyer but are either not transferable or assignable to Buyer, or cannot be purchased or assumed by Buyer pursuant to this Agreement, without the consent of another party or parties, Seller will, at its expense, obtain, prior to the Closing Date, all such consents of such other party or parties to the transfer of the Contracts, the Permits and such other items of the Purchased Assets to Buyer pursuant to this Agreement; provided that, in any case where required, -------- Buyer will expressly assume the future obligations of Seller under the same. Also, each of Seller and Buyer will proceed diligently and in good faith and use commercially-reasonable efforts to make all filings with and to give all notices to governmental or regulatory authorities or any other person required of Seller or Buyer to consummate the transactions contemplated hereby under Section 7A of the Xxxxxxx Act (Title II of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) and the rules and regulations promulgated thereunder (the "HSR Act") and provide such other information and communications to such governmental or regulatory authorities or other persons as such governmental or regulatory authorities or other persons may reasonably request in connection therewith and provide reasonable cooperation to the other in obtaining all consents, approvals or actions of, making all filings with and giving all notices to governmental or regulatory authorities. Seller and Buyer shall share the aggregate filing fees payable pursuant to the HSR Act equally.
Consents; HSR Act. Seller shall have furnished to Buyer copies of any Required Consents obtained by Seller prior to Closing, and Seller and Buyer shall have entered into any agreements required by Sections 6.15(b) and 6.18. The waiting period required by the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated.
Consents; HSR Act. 68 Section 13.4. Litigation......................................... 69 Section 13.5. Cure of Defaults................................... 69 Section 13.6. No Violation of Orders............................. 69 Section 13.7. Entry of the Orders................................ 69 Section 13.8. Buyer's Title Company.............................. 69 Section 13.9. Planning Act....................................... 69 Section 13.10. Dundee Agreement................................... 69 Section 13.11. Operating Condition................................ 70 Section 13.12. Delivery of the Sellers' Closing Documents ........ 70
Consents; HSR Act. (a) The parties hereto shall use their commercially reasonable efforts to obtain all necessary Consents of Governmental Authorities, and of all other Persons (as identified on Schedule 4.5) required to be obtained by such party in connection with the execution, delivery and performance by them of this Agreement and the other Transaction Documents. The parties shall promptly file with the United States Federal Trade Commission and the United States Department of Justice all notification and report forms required to be filed by the parties, and shall file all supplemental information which may be reasonably requested in connection therewith, pursuant to the HSR Act, which notification and report form and supplemental information shall comply in all material respects with the requirements of the HSR Act. The parties shall request early termination of the waiting period under the HSR Act for the sale of the Purchased Assets.
Consents; HSR Act. All Consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement (including the Consents identified in Part 2.23 of the Company Disclosure Schedule) from any Person or Governmental Body shall have been obtained and shall be in full force and effect. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and any similar waiting period under any applicable foreign antitrust law or regulation shall have expired or been terminated.
Consents; HSR Act. All Consents listed on Schedule 6.4 hereto shall have been obtained and shall be in full force and effect. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.
Consents; HSR Act. The applicable waiting period prescribed by regulations adopted pursuant to the HSR Act shall have expired without the receipt by the Shareholders and/or Xxxxxxx'x of notice from the Department of Justice or the Federal Trade Commission of any contemplated legal action to restrain or nullify the transactions contemplated by this Agreement.
