Common use of FCC Order Clause in Contracts

FCC Order. The FCC shall have issued an order (the "FCC Order") --------- approving the transfer of the Company FCC Licenses for the operation of the Company Licensed Facilities pursuant to the Merger without the imposition of any conditions or restrictions that would have a material adverse effect on the business, properties, results of operations, or condition (financial or otherwise) of the Surviving Corporation and its subsidiaries, considered as a whole (a "Surviving Corporation Material Adverse Effect"), and which FCC Order has not been reversed, stayed, enjoined, set aside or suspended and with respect to which no timely request for stay, petition for reconsideration or appeal has been filed and as to which the time period for filing of any such appeal or request for reconsideration or for any sua --- sponte action by the FCC with respect to the FCC Order has expired, or, in ------ the event that such a filing or review sua sponte has occurred, as to which --- ------ such filing or review shall have been disposed of favorably to the grant of the FCC Order and the time period for seeking further relief with respect thereto shall have expired without any request for such further relief having been filed or review initiated; provided, however, that -------- ------- notwithstanding anything in this Agreement to the contrary, that reasonable conditions of divestiture of certain Company Licensed Facilities or Evergreen Licensed Facilities to comply with the multiple ownership requirements under the Telecom Act shall not be deemed to result in a Surviving Corporation Material Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement (Evergreen Media Corp), Merger Agreement (Ginsburg Scott K), Agreement and Plan of Merger (Ginsburg Scott K)

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FCC Order. The FCC shall have issued an order (x) subject to any consent --------- required by the lenders under the Credit Agreement dated as of August 29, 1997, among Purchaser and the lenders named therein (the "Lenders' -------- Consent"), the FCC Order"Order or (y) --------- approving in the transfer absence of the Company Lenders' Consent, the ------- FCC Licenses for Final Order, and any condition or action required to be satisfied or taken to legally effect the operation Merger in compliance with the FCC Order or the FCC Final Order, as applicable, shall have been so satisfied or taken (provided, that in no event shall the -------- foregoing require the satisfaction of any condition or the taking of any action that could under the terms of the Company Licensed Facilities pursuant FCC Order or the FCC Final Order, as applicable, be so satisfied or taken subsequent to consummation of the Merger Merger); provided, however, that the FCC Order or the FCC Final Order, as -------- ------- applicable, shall have been issued without the imposition of any conditions condition or restrictions restriction that would (i) require the divestiture of any of the television stations or other assets of the Purchaser or any of its Affiliates other than the KSBW Station or any other station or media asset presently owned or subsequently acquired if such ownership would, upon acquisition of the KCRA Station, violate the rules, regulations and policies of the FCC as in effect on the date hereof or (ii) reasonably be expected to have a Material Adverse Effect, a material adverse effect on the business, properties, results of operations, Purchaser and its subsidiaries taken as a whole or condition (financial or otherwise) of a material adverse effect on the Surviving Corporation and its subsidiaries, considered subsidiaries taken as a whole (a "Surviving Corporation Material Adverse Effect"), and which FCC Order has not been reversed, stayed, enjoined, set aside or suspended and with respect to which no timely request for stay, petition for reconsideration or appeal has been filed and as to which the time period for filing of any such appeal or request for reconsideration or for any sua --- sponte action by the FCC with respect to the FCC Order has expired, or, in ------ the event that such a filing or review sua sponte has occurred, as to which --- ------ such filing or review shall have been disposed of favorably to the grant of the FCC Order and the time period for seeking further relief with respect thereto shall have expired without any request for such further relief having been filed or review initiated; provided, however, that -------- ------- notwithstanding anything in this Agreement to the contrary, that reasonable conditions of divestiture of certain Company Licensed Facilities or Evergreen Licensed Facilities to comply with the multiple ownership requirements under the Telecom Act shall not be deemed to result in a Surviving Corporation Material Adverse Effect.whole;

Appears in 1 contract

Samples: Merger Agreement (Hearst Argyle Television Inc)

FCC Order. The FCC shall have issued an order (the "FCC Order") --------- approving the transfer of the Company FCC Licenses for the operation of the Company Licensed Facilities and the Evergreen FCC Licenses for the operation of the Evergreen Licensed Facilities to the public stockholders of Parent pursuant to the Merger without the imposition of any conditions or restrictions that would have a material adverse effect on the business, properties, results of operations, or condition (financial or otherwise) of the Surviving Corporation Parent and its subsidiaries, considered as a whole (a "Surviving Corporation Parent Material Adverse Effect"), and which FCC Order has not been reversed, stayed, enjoined, set aside or suspended and with respect to which no timely request for stay, petition for reconsideration or appeal has been filed and as to which the time period for filing of any such appeal or request for reconsideration or for any sua --- sponte action by the FCC with respect to the FCC Order has expired, or, in ------ the event that such a filing or review sua sponte has occurred, as to which --- ------ such filing or review shall have been disposed of favorably to the grant of the FCC Order and the time period for seeking further relief with respect thereto shall have expired without any request for such further relief having been filed or review initiated; provided, however, that -------- ------- notwithstanding anything in this Agreement to the contrary, that reasonable conditions of divestiture of certain Company Licensed Facilities or Evergreen Licensed Facilities to comply with the multiple ownership requirements under the Telecom Act shall not be deemed to result in a Surviving Corporation Parent Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evergreen Media Corp)

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FCC Order. The FCC shall have issued an order (the "FCC Order") --------- approving the transfer of the Company FCC Licenses for the operation of the Company Licensed Facilities pursuant to the Merger without the imposition of any conditions or restrictions that would have a material adverse effect on the business, properties, results of operations, or condition (financial or otherwise) of the Surviving Corporation and its subsidiaries, considered as a whole (a "Surviving Corporation Material Adverse Effect"), and which FCC Order has not been reversed, stayed, enjoined, set aside or suspended and with respect to which no timely request for stay, petition for reconsideration or appeal has been filed and as to which the time period for filing of any such appeal or request for reconsideration or for any sua --- sponte action by the FCC with respect to the FCC Order has expired, or, in ------ the event that such a filing or review sua sponte has occurred, as to which --- ------ such filing or review shall have been disposed of favorably to the grant of the FCC Order and the time period for seeking further relief with respect thereto shall have expired without any request for such further relief having been filed or review initiated; provided, however, that -------- ------- notwithstanding anything in this Agreement to the contrary, that reasonable conditions of divestiture of certain Company Licensed Facilities or Evergreen Licensed Facilities to comply with the multiple ownership requirements under the Telecom Act shall not be deemed to result in a Surviving Corporation Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Chancellor Broadcasting Co /De/)

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