Filings, Approvals and Closing Sample Clauses

Filings, Approvals and Closing. A Shareholder wishing to purchase Shares pursuant to Sections 3.1, 3.2 or 5 may, in its sole discretion, designate an Affiliate to make the purchase of the Shares (so long as such Affiliate is not a Non-Permitted Transferee). If any filings with Governmental Authorities must be made or any consents, authorizations, no-objection certificates, registrations or other approvals must be obtained from Governmental Authorities and/or tax clearances, if applicable (collectively, “Approvals”), for the transfer of Shares to a Shareholder (or its designated Affiliate) or a Third Party Purchaser pursuant to this Section 3 or Section 5, as the case may be, each of the Shareholders agrees to make such necessary filings and use its reasonable efforts to take such actions as may be necessary to apply for and obtain such Approvals as promptly as practicable, and the closing of any such transfer shall be conditioned upon and subject to obtaining such Approvals. In connection with any closing of the sale of Shares to a Shareholder pursuant to Sections 3.1, 3.2 or 5: (i) the selling Shareholder shall represent and warrant that it is transferring such Shares free and clear of any Encumbrances, except as set forth in this Agreement, the Articles and the Organizational Regulations, as amended form time to time, and that it is the sole beneficial and legal owner of such Shares, (ii) the selling Shareholder shall deliver and/or execute such documents as are necessary or appropriate to effect such transfer; and (iv) unless modified by the terms and conditions set forth in the Transfer Notice in respect of a Transfer under this Section 3, the applicable transferee(s) shall deliver to the selling Shareholder payment in full in immediately available funds for the Shares.
Sample 1
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Related to Filings, Approvals and Closing

  • Approvals and consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Clearances and Approvals 3.1 The Consumer shall obtain all the necessary statutory approvals and clearances (environmental and grid connection related) before connecting the photovoltaic system to the distribution system.

  • Approvals and Consent Except as otherwise set out in this Agreement, and subject to any statutory obligations, a Party may give or withhold an approval or consent to be given under this Agreement in that Party’s absolute discretion and subject to any conditions determined by the Party. A Party is not obliged to give its reasons for giving or withholding consent or for giving consent subject to conditions.

  • Consents and Approvals; No Violations (a) Except as set forth in Schedule 4.2.3(a) of the Crescent Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance by Crescent of its obligations hereunder will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of Crescent or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Crescent or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Crescent or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Crescent to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.2.3(b) of the Crescent Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Crescent or the performance by Crescent of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Crescent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts pertaining to, the Company. 4.2.4

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • Necessary Approvals Each Party shall be responsible for obtaining and keeping in effect all approvals from, and rights granted by, governmental authorities, building and property owners, other carriers, and any other persons that may be required in connection with the performance of its obligations under this Agreement. Each Party shall reasonably cooperate with the other Party in obtaining and maintaining any required approvals and rights for which such Party is responsible.

  • 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.

  • Permits and Approvals Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Prior Approvals This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations.

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