FCA Approval Sample Clauses

FCA Approval. (a) If the UK Financial Conduct Authority (the “FCA”) shall not have given notice under Part XII of the UK Financial Services and Markets Xxx 0000 (“FSMA”) that it unconditionally approves or has no objection to the Purchaser (or its direct or indirect controlling stockholder) becoming a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (such notice, “FCA Approval”), the Purchaser may, at its sole election, request by written notice to the Company no earlier than ten (10) Business Days and no later than five (5) Business Days prior to the anticipated Closing Date, that the Company and Onex cause (and the Company and Onex shall, to the extent legally permissible, cause) SITEL Europe Limited (England & Wales) to transfer or distribute, for no consideration, immediately prior to the Closing, 100% of the equity interests of SITEL UK Limited to a Person reasonably designated by Onex that is (x) controlled by Onex, Onex Corporation or any of their respective Affiliates, (y) not the Company or any of its Subsidiaries, and (z) a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (the entity to which the equity interests of SITEL UK Limited are transferred or distributed, the “Interim Controller,” and the transfer or distribution contemplated by this Section 7.16(a), the “FCA Restructuring”). (b) If the FCA Restructuring shall have been effected: (i) from and after the date of the FCA Restructuring, the Purchaser and the Company shall continue to use, and Onex shall cause the Interim Controller and SITEL UK Limited to use, reasonable best efforts to promptly obtain the FCA Approval; (ii) promptly upon the receipt of the FCA Approval, to the extent permitted by applicable Law, Onex shall cause the Interim Controller to transfer, for no additional consideration, 100% of the equity interests of SITEL UK Limited to the Purchaser or such other Person as the Purchaser may designate (the transfer contemplated by this Section 7.16(b)(ii), whether before or after the Closing Date, the “FCA Return”); and (iii) from the time of the FCA Restructuring until the time of the FCA Return, (A) the Purchaser, the Company and Onex shall, and Onex shall cause the Interim Controller and SITEL UK Limited to, enter into such reasonable arrangements, to the extent permitted by applicable Law, as are reasonably necessary to provide to the Purchaser and the Interim Controller the economic and operational equivalent with respect to SITEL UK Lim...
Sample 1
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FCA Approval. (a) If the UK Financial Conduct Authority (the “FCA”) shall not have given notice under Part XII of the UK Financial Services and Markets Xxx 0000 (“FSMA”) that it unconditionally approves or has no objection to the Purchaser (or its direct or indirect controlling stockholder) becoming a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (such notice, “FCA Approval”), the Purchaser may, at its sole election, request by written notice to the Company no earlier than ten (10) Business Days and no later than five (5) Business Days prior to the anticipated Closing Date, that the Company and Onex cause (and the Company and Onex shall, to the extent legally permissible, cause) SITEL Europe Limited (England & Wales) to transfer or distribute, for no consideration, immediately prior to the Closing, 100% of the equity interests of SITEL UK Limited to a Person reasonably designated by Onex that is (x) controlled by Onex, Onex Corporation or any of their respective Affiliates, (y) not the Company or any of its Subsidiaries, and (z) a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (the entity to which the equity interests of SITEL UK Limited are transferred or distributed, the “Interim Controller,” and the transfer or distribution contemplated by this Section 7.16(a), the “FCA Restructuring”).
Sample 1
FCA Approval. (i) The FCA granting unconditional approval in writing in accordance with section 189(4)(a) of FSMA, to BermudaCo and to any other person who would be, at Closing, acquiring or increasing control in CorpAcq Holdco, as such terms are defined in FSMA and the FSMA (Controllers) (Exemption) Order 2009; or (ii) the assessment period (as defined in section 189(1) FSMA and as extended (including after the date of this Agreement) by any interruption period (as defined in section 190(2) FSMA)) in respect of the section 178 notice (as defined in section 178(3) FSMA) given in respect of completion of the proposed Transaction has expired without the FCA giving notice under section 189(4) FSMA (“FCA Approval”).
Sample 1
FCA Approval. Purchaser shall have received notice of approval of acquisition of control from the FCA in accordance with Part XII FSMA in respect of the proposed change of control of BMCP London pursuant to this Agreement and such approval shall not have been revoked and shall be in full force and effect on Closing or, in the absence of such notification, the assessment period shall have expired in accordance with section 189(6) FSMA without the FCA having served any notice of objection on Purchaser or any other party.
Sample 1
FCA Approval. The FCA shall have approved the change of control of the Company.
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Related to FCA Approval

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • No Regulatory Approval By the Company or Parent, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event any Requisite Regulatory Approval shall have been denied by final, nonappealable action by such Governmental Authority or a Governmental Authority shall have requested the permanent withdrawal of an application therefor.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Required Regulatory Approvals Certain transactions required, permitted or otherwise contemplated by this Agreement may under certain circumstances require prior filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner. Such transactions include: (a) issuance or purchase of any additional capital stock of the Company or other securities convertible into or exchangeable or exercisable for capital stock of the Company pursuant to Sections 1.2 or 3.4; (b) transfer of Shares to a wholly owned subsidiary of a Shareholder, to another Shareholder or to a wholly owned subsidiary of another Shareholder pursuant to Sections 3.1(a) or 3.4; (c) exercise of preemptive rights by a Shareholder pursuant to Section 3.2; and (d) exercise of call rights by the Company or a Shareholder pursuant to Section 3.3 (including pursuant to the two provisos in Section 3.1(b)). Notwithstanding anything to the contrary contained in this Agreement, any such transactions requiring filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner shall not, to the extent within the control of a party hereto, be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained, and to the extent not within the control of an applicable party hereto, such party shall use best efforts to cause such transactions not to be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained.

  • Regulatory Approvals All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its articles of incorporation, by-laws and other governing documents to fully authorize (i) the execution and delivery of this Agreement and any transaction documents related to this Agreement; and (ii) the consummation of the transaction contemplated by this Agreement.

  • Other Regulatory Approvals Each party hereto shall cooperate and use its reasonable best efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use all reasonable efforts to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the Offer and the Merger or the taking of any other action contemplated by this Agreement.

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