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.

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.

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.. (c)