FSA Approval Sample Clauses

FSA Approval. Either (i) the FSA shall have notified Buyer in writing that it has approved the proposed acquisition of control (such term having the meaning ascribed thereto in section 179 of FSMA) of Cims Limited by Buyer and each other person that is a proposed controller pursuant to section 184 of FSMA; or (ii) the period for consideration (as defined in section 183(1) of FSMA) in respect of Buyer’s and such persons’ proposed acquisition of control of Cims Limited shall have expired without the FSA having served a warning notice on Buyer or any other person that is a proposed controller under section 183(1)(b) of FSMA.
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FSA Approval. Except as previously disclosed to Seller, neither Buyer nor any of its Affiliates have actual knowledge of any facts or any reason that would cause the FSA to withhold or delay its consent to the proposed acquisition of control (such term having the meaning ascribed thereto in section 179 of FSMA) of Cims Limited by Buyer and each other person that is a proposed controller pursuant to section 184 of FSMA.
Sample 1Sample 2
FSA Approval. As of June 1, 2010, Parent caused to be submitted, with respect to itself and any other Person becoming a controller (as defined in Section 179 of FSMA) of Freedom Marketing Ltd., a notification to the FSA of Parent’s proposal to acquire control of Freedom Marketing Ltd. It is acknowledged by the Parties that the FSA may, in connection with such notification, require submission of further documents and the provision of additional information after such date. Parent hereby agrees that it will promptly comply with any request by the PSA for additional documents or information, and will use its reasonable best efforts to ensure that such clearance will be obtained, as soon as practicable after the execution and delivery of this Agreement. The Company shall promptly provide to Parent all information in its or a Group Company’s possession or under its or a Group Company’s control which Parent may reasonably request for the purpose of any submissions (whether written or otherwise) to be made by Parent to the FSA and, insofar as any information is competitively sensitive, such information shall be exchanged on an outside counsel-to-counsel, confidential basis only.
Sample 1
FSA Approval. Either (i) the FSA shall have notified Intermediate Parent or Merger Sub in writing that it has approved of the proposed change in control (such term having the meaning ascribed thereto in section 181 of FSMA) of the FSA Regulated Entity pursuant to section 189(4)(a) of FSMA; or (ii) the period for consideration (as defined in section 189(1) of FSMA) in respect of the proposed acquisition of control of the FSA Regulated Entity shall have expired without the FSA having served a warning notice on Intermediate Parent or Merger Sub under section 189(4)(b) of FSMA.
Sample 1
FSA Approval. To the extent required, the Purchasers shall have received FSA Approval.
Sample 1
FSA Approval. The FSA either: (A) having given notice in writing in accordance with section 189(4) or 189(7) of FSMA that it has determined to approve the Purchasers and any other person who would, on Completion, become a controller of the Company (in each case, an “Additional Notice Giver”) acquiring control of the Company pursuant to this Agreement; or (B) being treated in accordance with section 189(6) of FSMA as having approved the acquisition of such control by the Purchasers and each Additional Notice Giver, and for the purposes of this paragraph 1, “control” and “controller” shall be defined and construed in accordance with FSMA. The above condition shall be referred to as the “FSA Condition”. The above condition, to the extent that it relates to the approval of the Purchasers or a member of the Purchasers’ Group acquiring control of the Company pursuant to this Agreement, shall also be referred to as the “Purchaser FSA Condition”.
Sample 1
FSA Approval. Buyer shall have received written notice from the FSA that the FSA approves the acquisition of control (for the purposes of the FSMA) of BCL by Buyer (and any other Person acquiring control for the purposes of the FSMA pursuant to this Agreement) under Section 189(4)(a) of the FSMA and such approval is not subject to any condition that would have a material negative effect on the Commodities Business or Buyer’s U.K. operations, taken as a whole or, if such written notice has not been given, the assessment period set by the FSA under Section 189 of the FSMA (including, for the avoidance of doubt, any extension to that period under Section 190 of the FSMA) shall have expired without the FSA having (i) given a warning notice under Section 189(4)(b) of the FSMA stating that it proposes to approve the acquisition of control of BCL by Buyer subject to conditions or object to such acquisition of control or (B) informed Buyer that the notice given by it to the FSA under Section 178 of the FSMA in relation to its decision to acquire control of BCL is incomplete.
Sample 1

Related to FSA Approval

  • HSR Approval All applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions 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.

  • 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.

  • 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 (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • No Regulatory Approval By Buyer or Company, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.

  • Regulatory Approvals (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

  • Project Approval The County may issue a Job Order Authorization for the Work, to include the firm-fixed-price of the Job Order and the project duration. Contractor agrees that all clauses of this Contract are applicable to any Job Order issued hereunder. The County reserves the right to reject a Contractor’s Quote based on unjustifiable quantities and/or methods, performance periods, inadequate documentation, or other inconsistencies or deficiencies on the Contractor’s part in the sole opinion of the County. The County reserves the right to issue a unilateral Job Order authorization for the Work if a Quote price cannot be mutually agreed upon. This is based upon unjustifiable quantities in the sole opinion of the County. The County also reserves the right to not issue a Job Order Authorization if the County’s requirement is no longer valid or the project is not funded. In these instances, the Contractor has no right of claim to recover Quote expenses. The County may pursue continuing valid requirements by other means where Contract was not reached with the Contractor.

  • Other Regulatory Approvals All necessary approvals, authorizations and consents of any governmental or regulatory entity required to consummate the Merger shall have been obtained and remain in full force and effect, and all waiting periods relating to such approvals, authorizations and consents shall have expired or been terminated.

  • Course Approval Approval for dual credit shall be by the LEA and POSTSECONDARY INSTITUTION representatives on a course-by-course basis each semester based on the student’s prior coursework, career pathway, and/or academic readiness. There is no state limit to the number of credits a student may earn through dual credit in an academic term; however, the student must meet eligibility requirements.

Most Referenced Clauses

Most Referenced Definitions