Government Filings and Consents Sample Clauses

Government Filings and Consents. The governmental filings and governmental consents set forth on Schedule 9.1(d) shall have been made or obtained, and any waiting periods or extensions thereof under HSR Act shall have expired or been terminated.
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Government Filings and Consents. Except for the filing of the Certificate of Merger, all governmental filings required to be made prior to the Effective Time by SoundView with, and all governmental consents required to be obtained prior to the Effective Time by SoundView from any Governmental Entity in connection with the execution and delivery of this Agreement by and the consummation of the transactions contemplated hereby, shall have been made or obtained, and any waiting periods or extensions thereof under HSR Act shall have expired or been terminated.
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Government Filings and Consents. 52 7.02. PUBLIC ANNOUNCEMENTS...............................................52 7.03.
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Government Filings and Consents. (a) Subject to the terms and conditions provided in the Operative Documents, Buyer Representative and Seller shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by the Operative Documents at the earliest practicable time, including filing Notification and Report Forms under the HSR Act, and using their respective commercially reasonable efforts to respond as promptly as practicable to all inquiries received for additional information or documentation. Buyer Representative and Seller shall use commercially reasonable efforts to negotiate with any Governmental Entity in order to consummate the transactions contemplated by the Operative Documents or to resolve objections to the consummation of such transactions. Notwithstanding the prior sentence, in no event and under no circumstances shall Buyer Representative have any obligation, in order to consummate the transactions contemplated by the Operative Documents or to resolve objections, if any, to the consummation of such transactions with respect to the U.S. Business and the French Business only, to: (i) accept or offer to accept an order providing for the divestiture by Buyer Representative or any Buyer of any part of the Business or any Purchased Assets, Purchased Shares or other properties, assets, operations or businesses of Buyer Representative, any Buyer, the French Subsidiaries or any of their respective Affiliates, (ii) offer or agree to hold separate such properties, assets, operations or businesses pending divestiture, or (iii) agree to any other conditions, restrictions or limitations on the existing operations or businesses of Buyer Representative, Buyers and their respective Affiliates, or on the French Buyer's ownership of the Purchased Shares, or on the operation of the Business. (b) Seller and Buyer Representative acknowledge that while a voluntary filing is available to the U.K. Buyer at the U.K. Buyer's election under United Kingdom competition Laws, the U.K. Buyer does not intend to make such a voluntary filing. The U.K. Buyer accordingly assumes all risks and liabilities that result or arise from not making such a voluntary filing, including the risk of any information request, investigation, enforcement proceeding or other action which may be initiated following the d...
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Government Filings and Consents. Seller shall have made all required filings with, and shall have obtained all consents, approvals or other actions required by, the Company, any Governmental Body or any other Person or entity that is necessary or required for the valid execution, delivery and performance of the transactions contemplated by this Agreement.
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Related to Government Filings and Consents

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Government Filings Within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Applicable Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the business of Borrower or any of its Subsidiaries;

  • Government Consents Borrower and each Subsidiary have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Government Approvals All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained.

  • Governmental Consents and Filings No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

  • Government Authorizations Section 1.1 (a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

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