Regulatory Approvals and Consents. Other than the Interim Order and any approvals required by the Interim Order, the Final Order, filings with the Director under the CBCA and such filings and other actions required under applicable Securities Laws, no Authorization, consent or approval of, or filing with, or notification to, any Governmental Entity is necessary on the part of Purchaser in connection with the execution and delivery of this Agreement or the performance of its obligations under this Agreement or the completion by it of the transactions contemplated by this Agreement.
Regulatory Approvals and Consents. Seller and Purchaser shall cooperate with each other in connection with any application for regulatory approval of the transactions contemplated by this Agreement. Seller will use its commercially reasonable efforts to obtain all consents, approvals or authorizations of all governmental authorities or agencies or third parties required for the execution, delivery and performance by Seller of this Agreement and the consummation by it of all transactions contemplated hereby or for the assumption by Purchaser of the Real Property Lease, the Equipment Leases, the Assignable Contracts and the Safe Deposit Contracts.
Regulatory Approvals and Consents. There shall have been duly and validly obtained all consents, approvals, authorizations, permits and orders of all federal and state governmental regulatory agencies and other Persons required in connection with this Agreement and the consummation of the transactions contemplated hereby, and all such consents, approvals, authorizations, permits and orders shall be in full force and effect as of the Closing.
Regulatory Approvals and Consents. There shall have been duly and validly obtained all consents, approvals, authorizations, permits and orders of all federal, state, foreign and other governmental regulatory agencies required in connection with this Agreement and the consummation of the transactions contemplated hereby, including under the HSR Act, the OmniAmerica Consents, the OmniPartners Consents, the STI Consents and all such consents, approvals, authorizations, permits and orders shall be in full force and effect as of the Closing Date, except in each case for any consent, approval, authorization, permit or order the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect on STI.
Regulatory Approvals and Consents. No approval or consent of any governmental authority or any other person is required in connection with such Investor’s execution and delivery of this Agreement, or its consummation of the sale and issuance of Shares contemplated herein.
4. Conditions to the Investor’s Obligations at Closing. The obligations of each Investor at Closing are subject to the fulfillment or waiver, on or by Closing, of each of the following conditions, which waiver shall be given by written notice to the Company.
Regulatory Approvals and Consents. ATC will have obtained all necessary approvals and consents to carry out the Transaction, in form and substance reasonably satisfactory to AMI.
Regulatory Approvals and Consents. Except for approval of the Exchange, no Regulatory Approval, Consent or filing with, notice to, or waiver from any Governmental Authority is required to be obtained or made by the Purchaser or its Affiliates in connection with the execution and delivery of, and performance by the Purchaser or its Affiliates of its obligations under, this Agreement or the consummation of the transactions contemplated hereby.
Regulatory Approvals and Consents. Seller shall cooperate with Buyer to apply for regulatory approval of the transactions contemplated by this Agreement as set forth in Section 7.2 of this Agreement. Further, Seller will use its best efforts to obtain all consents, approvals or authorizations of all governmental authorities or agencies or third parties required for the execution, delivery and performance by Seller of this Agreement and the consummation by it of all transactions contemplated hereby or for the assumption by Buyer of the Assumed Contracts.
Regulatory Approvals and Consents. (a) As soon as practicable, but in any event within 30 days, after the date hereof:
(i) Each of Purchaser and Seller will make all necessary filings under the Xxxx-Xxxxx Act. Each party shall pay the expenses of preparing its own filing, and Purchaser shall pay the $45,000 filing fee.
(ii) Purchaser shall file with the Georgia Insurance Department all Form(s) A required to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. Seller shall cause the Companies to cooperate reasonably with Purchaser in preparing the Form(s) A. Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. Seller shall, and shall cause the Companies to, support such filing by Purchaser, so long as it is consistent with this Agreement, and Purchaser shall use its best efforts to obtain the approval of the Georgia Insurance Department for the changes in control. All costs and fees of making such filings shall be paid by Purchaser.
(b) Seller and Purchaser shall promptly advise the other of all oral, and promptly provide each other with copies of all written, communications, requests, inquiries or other notifications received from any Governmental Authorities with respect to the transactions contemplated hereby.
(c) Seller shall take all reasonable action required to obtain prior to Closing all consents with respect to the material agreements listed in Section 5.05(c) of the Seller Disclosure Memorandum. To the extent any such consent has not been obtained, Seller shall continue its efforts to obtain such consent after the Closing. In order, however, that the full value of every such material agreement may be realized by Purchaser, at Purchaser's request, direction and expense, Seller shall take all such action as shall be reasonably necessary or appropriate (i) in order to preserve for the benefit of Purchaser the rights and obligations of Seller under such agreements, and (ii) to facilitate the collection of any monies due and payable, or to become due and payable, to Seller pursuant to such agreements, and Seller shall remit such monies to Purchaser within five business days of collection. Purchaser shall be entitled to the benefits accruing after the Closing Date of any such agreements, and Purchaser, at ...
Regulatory Approvals and Consents. All Regulatory Approvals required to consummate the Merger shall have been obtained, including the receipt of any necessary Regulatory Approval to operate the main and branch offices of East Penn Financial as offices of the Surviving Bank, and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals shall contain any conditions, restrictions or requirements that the HNC Board reasonably determines in good faith would, individually or in the aggregate, materially and adversely affect the economic or business benefits to HNC of the Merger, the business or financial condition of HNC on a consolidated basis, or the business presently operated by East Penn Financial, the Bank and each Subsidiary as it is to be acquired by HNC. Any landlord Consent which requires an increase in rents or an extension of the lease term shall be deemed to materially and adversely affect the lease which is the subject of such Consent. Without limiting the foregoing, East Penn Financial and Bank shall have received all consents and authorizations of landlords and other persons that are necessary to permit the Merger to be consummated without the violation of any lease or other material agreement to which East Penn Financial or Bank is a party or by which any of its properties are bound, except where failure to obtain such consent or authorization would be reasonably expected not to have a Material Adverse Effect. All statutory and regulatory waiting periods relating to the Merger shall have expired.
