Licensability. None of Parent, Merger Sub, any of their respective officers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of Parent, HoldCo and Merger Sub for a Gaming Approval by a Gaming Authority, or any holders of Parent’s capital stock or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing Persons collectively, the “Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had suspended or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority. Parent, HoldCo, Merger Sub, and each of their respective Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Licensed Parties”) is in good standing in each of the jurisdictions in which such Licensed Party owns, operates, or manages gaming facilities. To Parent’s knowledge, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the Licensed Parties or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Licensed Parties currently pending, or under the suitability proceedings necessary for the consummation of the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Ameristar Casinos Inc)
Licensability. None of Parent, Merger Sub, any of their respective officers, directors, partners, managers, members, principals or Affiliates which may reasonably be considered in the process of determining the suitability of Parent, HoldCo Parent and Merger Sub for a Gaming Approval by a Gaming Authority, or any holders of Parent’s capital stock or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (the foregoing Persons persons collectively, the “Licensing Affiliates”), has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, suspension or revocation) or been denied or had suspended or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority. Parent, HoldCo, Merger Sub, Sub and each of their respective Licensing Affiliates which is licensed or holds any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Licensed Parties”) is in good standing in each of the jurisdictions in which such Licensed Party owns, operates, or manages gaming facilities. To the knowledge of Parent’s knowledge, there are no facts which, if known to any Gaming Authority, would be reasonably likely to (i) result in the denial, revocation, limitation or suspension of a Gaming Approval of any of the Licensed Parties or (ii) result in a negative outcome to any finding of suitability proceedings of any of the Licensed Parties currently pending, or under the suitability licensing, suitability, registration or approval proceedings necessary for the consummation of the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.)
Licensability. None of Parentthe Buyer Parties, Merger Sub, nor any of their respective Affiliates, officers, directors, partners, managers, members, principals key employees or Affiliates which may persons performing management functions similar to officers, partners or managers that are reasonably expected to be considered in the process of determining the suitability of Parent, HoldCo and Merger Sub any of the Buyer Parties for a Gaming Approval by a Gaming AuthorityAuthority (any such Persons, or any holders of Parent’s capital stock or other equity interests who will be required to be licensed or found suitable under applicable Gaming Laws (including the foregoing Persons collectivelyBuyer Parties, the “Licensing Affiliates”), ) has ever abandoned or withdrawn (in each case in response to a communication from a Gaming Authority regarding a likely or impending denial, nonrenewal, suspension or revocation) or been denied or had suspended or not renewed or revoked a Gaming Approval, or an application for a Gaming Approval, by a Gaming Authority. ParentThe Buyer and, HoldCoto the Buyer’s knowledge, Merger Sub, and each of their respective its Licensing Affiliates which is that are licensed or holds hold any Gaming Approval pursuant to applicable Gaming Laws (collectively, the “Licensed Parties”) is are in good standing in each of the jurisdictions in which such the Licensed Party ownsParties or their Affiliates own, operates, operate or manages manage gaming facilities. To Parentthe Buyer’s knowledge, there are no facts whichfacts, that if known to any a Gaming Authority, Authority would be reasonably likely to (ia) result in the denial, revocation, nonrenewal, limitation or suspension of a Gaming Approval of any of the Licensed Parties or (iib) result in a negative outcome to any finding of suitability proceedings of any of the Licensed Parties currently pending, or under the suitability proceedings necessary for the consummation of the Mergerthis Agreement.
Appears in 2 contracts
Samples: Interest Purchase Agreement, Interest Purchase Agreement (Eldorado Resorts, Inc.)
