Governmental Approvals and Other Consents. Seller shall have obtained all Consents of Governmental Bodies (or the Consent of the appropriate Governmental Body shall be able to be deemed to have been received in accordance with the applicable Legal Requirement) by Final Order and other Persons that are required in order to consummate the transactions contemplated hereby other than those the failure of which to be obtained would not have a Material Adverse Effect, which Consents of Governmental Bodies shall contain no condition which could reasonably be expected to have a material adverse effect on the Assets or the Business or the Buyer or any of its Affiliates.
Governmental Approvals and Other Consents. Except as set forth on Schedule 4.3 attached hereto, no permit, consent, approval or authorization of, or declaration to or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.
Governmental Approvals and Other Consents. No Consent of any Governmental Authority or any Consent of any other Person is required to be obtained or made by or with respect to either Company in connection with the execution, delivery and performance of the Transaction Documents by such Company or the consummation of the Transaction (including but not limited to Consents required in connection with the change in the control of the Companies pursuant to the sale of the Shares by Shareholder to Buyer), other than the Consents of any Governmental Authority set forth in Section 5.6 of the Disclosure Schedule or the Required Consents set forth in Section 4.4 of the Disclosure Schedule.
Governmental Approvals and Other Consents. The Vermont Public Services Board shall have issued an Order approving the transactions contemplated hereby, the terms and conditions of such Order shall be acceptable in all material respects to Seller in its reasonable discretion and shall have no significant adverse effect on Seller's acquisition and divestiture activities in the State of Vermont (including the divestiture of the Assets), and such Order shall have become a Final Order. Seller also shall have obtained all other Consents of Governmental Bodies and other Persons which are required in order to consummate the transactions contemplated hereby and to transfer the Assets to Buyer without incurring material liability under any Legal Requirement, Order or Contract, including all Consents required by the Hydro-Quebec Contracts to assign such Contracts to Buyer.
Governmental Approvals and Other Consents. The Arizona Corporation Commission shall have issued an Order approving the transactions contemplated hereby, the terms and conditions of such Order shall be acceptable in all material respects to Seller in its reasonable discretion and shall have no significant adverse effect on Seller's acquisition and divestiture activities in the State of Arizona (including the divestiture of the Assets), and such Order shall have become a Final Order. Seller also shall have obtained all other Consents of Governmental Bodies and other Persons which are required in order to consummate the transactions contemplated hereby and to transfer the Assets to Buyer without incurring material liability under any Legal Requirement, Order or Contract.
Governmental Approvals and Other Consents. The Hawaii Public Utilities Commission shall have issued an Order approving the transactions contemplated hereby, the terms and conditions of such Order shall be acceptable in all material respects to Seller in its reasonable discretion and shall have no significant adverse effect on Seller's acquisition and divestiture activities in the State of Hawaii (including the divestiture of the Assets), and such Order shall have become a Final Order. Seller also shall have obtained all other Consents of Governmental Bodies and other Persons which are required in order to consummate the transactions contemplated hereby and to transfer the Assets to Buyer without incurring material liability under any Legal Requirement, Order or Contract.
Governmental Approvals and Other Consents. Xxxxxx ------------------------------------------------- Investigation. ------------- The LPSC shall have issued an Order approving the transactions contemplated hereby, the terms and conditions of such Order shall not be materially adverse to Citizens in the context of the transactions contemplated herein, and such Order shall have become a Final Order. Sellers also shall have obtained all other Consents of Governmental Bodies and other Persons which are required in order to consummate the transactions contemplated hereby and to transfer the Assets to Buyer without incurring material liability under any Legal Requirement, Order or Contract. The Xxxxxx Investigation shall have been resolved pursuant to an Order by the LPSC (which Order does not have to be a Final Order).
Governmental Approvals and Other Consents. Seller shall have obtained all Consents or Orders from all Governmental Bodies and other Persons which are required in order to consummate the transactions contemplated hereby and to transfer the Assets to Buyer without Seller incurring material liability under any Legal Requirement, Order or Contract, except as contemplated by this Agreement, including those consents listed on Schedules 4.3 and 5.3.
Governmental Approvals and Other Consents. (a) Transfer In Violation of Laws or Requiring Consent or Governmental Approval. If and to the extent that the valid, complete and perfected transfer assignment or novation to Buyer of any Assets and Assumed Obligations, including those in Contracts, would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the transactions contemplated by this Agreement, then, unless Seller shall otherwise determine, the transfer, assignment or novation to or from Buyer of such Assets shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered an Asset for purposes of determining whether any Assumed Obligation related thereto is an Assumed Obligation; provided, however, that if such Consents or Governmental Approvals have not been obtained within six months of the Separation Date, the Parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the Parties' intentions, including the efforts described in Section 1.3(b), below.
Governmental Approvals and Other Consents. (a) Within 45 Business Days following the Effective Date, Vertex Energy shall prepare and file with the SEC a proxy statement (the “Vertex Energy Proxy Statement”) complying with the applicable provisions of the Exchange Act pursuant to which Vertex Energy shall solicit the Vertex Energy Stockholder Approval. Vertex Energy shall use its reasonable best efforts to resolve as promptly as practical any such comments as the SEC staff shall issue in response to the Vertex Energy Proxy Statement. Vertex Energy shall provide Buyer with a reasonable opportunity to review and comment on the Vertex Energy Proxy Statement and any amendment or supplement thereto prior to Vertex Energy’s filing of such documents with the SEC, and Vertex Energy will promptly provide Buyer with a copy of all such documents when so filed. The Vertex Energy Proxy Statement shall upon its initial filing, and as amended and supplemented thereafter, be true and complete in all material respects and provide the Vertex Energy Stockholders all such information as shall be reasonably required by the Exchange Act and otherwise in order that the Vertex Energy Stockholders shall be able to make an informed decision as to whether or not to provide the Vertex Energy Stockholder Approval. Following clearance of the Vertex Energy Proxy Statement by the SEC, Vertex Energy shall take all lawful action to call, give notice of, convene and hold as promptly as practical a meeting of the Vertex Energy Stockholders at which the Vertex Energy Stockholder Approval will be sought.
