Receipt of Consents. The conditions specified in Section 9.02 shall have been satisfied and all of the approvals and consents designated with an asterisk on Schedule 3.02 shall have been obtained and shall be in full force and effect; provided that this condition, to the extent it relates to required approvals and consents of Governmental Authorities for cable franchises included within the CATV Instruments, will be deemed to be satisfied when, with respect to such cable franchises which represent, in the aggregate, not less than 82% of the Basic Subscribers (including Basic Subscribers in the Oshtemo franchise in the numerator only if the extension contemplated by Section 5.15 has been obtained and the transfer thereof approved), such approvals and consents (A) have been received or (B) are deemed to have been received in accordance with Section 617 of the Communications Act (47 U.S.C. Section 537), unless in the reasonable good faith opinion of the Transferor the applicable waiting period (including extensions thereof) has not expired with respect to the FCC Form 394 filed in connection with the request for consent to the transfer of any cable franchises for which required approvals and consents have not then been obtained, or (C) are not required under the applicable CATV Instrument.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny), Agreement and Plan of Merger (Charter Communications Inc /Mo/)
Receipt of Consents. The conditions specified in Section 9.02 shall have been satisfied and all of the approvals and consents designated with an asterisk on Schedule 3.02 shall have been obtained and shall be in full force and effect; provided that this condition, to the extent it relates to required approvals and consents of Governmental Authorities for cable franchises included within the CATV Instruments, will be deemed to be satisfied when, with respect to such cable franchises which represent, in the aggregate, not less than 8290% of the Basic Subscribers (including Basic Subscribers in the Oshtemo franchise Franchise in the numerator only if the extension contemplated by Section 5.15 has been obtained and the transfer thereof approved), such approvals and consents (A) have been received or (B) are deemed to have been received in accordance with Section 617 of the Communications Act (47 U.S.C. Section 537), unless in the reasonable good faith opinion of the Transferor CCI the applicable waiting period (including extensions thereof) has not expired with respect to the FCC Form 394 filed in connection with the request for consent to the transfer of any cable franchises for which required approvals and consents have not then been obtained, or (C) are not required under the applicable CATV Instrument.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny), Agreement and Plan of Merger (Charter Communications Inc /Mo/)