Governmental Entity Consents Sample Clauses

Governmental Entity Consents. Dynamotion will have obtained, without modification of the rights or obligations of Dynamotion under any of the listed Permits, all necessary consents of Governmental Entities with respect to the Permits listed on Schedule 3.1.21(b).
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Governmental Entity Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any U.S. Governmental Entity is required on the part of the Company in connection with the consummation of the Transactions, except for (a) such consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings as have been made or obtained, as applicable, as of the date hereof, (b) receipt of the approval by the Trading Market of the listing of the Shares thereon, (c) the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under the Securities Act, (d) the filing with the Commission of one or more registration statements, and the receipt of a declaration of effectiveness by the Commission in relation to each of those registration statements, in accordance with the requirements of the Registration Rights Agreement, (e) the filing with the Commission of the Amended Proxy Statement and the lapse of ten calendar days after the initial filing of the Proxy Amendment (as defined below) or the confirmation from the Commission that it will not comment on, or that it has no additional comments on, the Proxy Amendment in accordance with Section 7.9, and (f) compliance with the securities laws in the states and other jurisdictions in which the Shares are offered and/or sold hereunder, which, in the case of each of clauses (c) through (f), shall be effected by the Company at such times as required and otherwise in accordance with such laws.
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Governmental Entity Consents. The Parties shall have received all required consents, authorizations, orders and approvals from Governmental Entities, and no such consent, authorization, order or approval shall have been revoked.
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Governmental Entity Consents. All consents of Governmental Entities required in connection with the Transactions, in each case in form and substance reasonably satisfactory to Buyer, including the following:
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Governmental Entity Consents. The Parties shall have received all required consents, authorizations, orders and approvals from Governmental Entities set forth on Sections 3.3(a) and 4.3(a) of the Disclosure Schedules, and Schedule 5.3(a), and no such consent, authorization, order or approval shall have been revoked.
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Related to Governmental Entity Consents

  • Government Approvals and Required Consents The Company, the Stockholders, NewCo and APP shall have obtained all licenses, permits and all necessary government and other third-party approvals and consents required under any law, statements, rule, regulation or ordinance to consummate the transactions contemplated by this Agreement.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Authority; Consents Parent and Sub have all requisite corporate ------------------- power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes the valid and binding obligations of Parent and Sub, enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The execution and delivery of this Agreement by Parent and Sub does not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, Conflict with (i) any provision of the respective Articles of Incorporation or Bylaws of Parent or Sub or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Parent or Sub. No consent, waiver, approval, or registration, declaration or filing with, any Governmental Entity or any third party is required by or with respect to any of the Parent or Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the parties to this Agreement to perform their obligations under it and to consummate the transactions contemplated hereby, (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to EPI, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, including under competition laws, shall have occurred.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Consents, Approvals and Filings The Company and Evergreen will make ------------------------------- and cause their respective subsidiaries and, to the extent necessary, their other affiliates to make all necessary filings, as soon as practicable, including, without limitation, those required under the HSR Act, the Securities Act, the Exchange Act, and the Communications Act (including filing an application with the FCC for the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, which the parties shall file as soon as practicable (and in any event not more than 30 days) after the date of this Agreement), in order to facilitate prompt consummation of the Merger and the other transactions contemplated by this Agreement. In addition, the Company and Evergreen will each use its best efforts, and will cooperate fully and in good faith with each other, (i) to comply as promptly as practicable with all governmental requirements applicable to the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, and (ii) to obtain as promptly as practicable all necessary permits, orders or other consents of Governmental Entities and consents of all third parties necessary for the consummation of the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, including without limitation, the consent of the FCC to the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, and the transfer of any FCC licenses in connection with the Viacom Transaction. Each of the Company and Evergreen shall use its best efforts to promptly provide such information and communications to Governmental Entities as such Governmental Entities may reasonably request. Each of the parties shall provide to the other party copies of all applications in advance of filing or submission of such applications to Governmental Entities in connection with this Agreement and shall make such revisions thereto as reasonably requested by such other party. Each party shall provide to the other party the opportunity to participate in all meetings and material conversations with Governmental Entities.

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