Regulatory Authorization. Transportation service under this Agreement is authorized pursuant to the Commission regulations set forth on Exhibit A.
Regulatory Authorization. This Agreement is subject to certain regulatory approvals and each Company and the Agent shall diligently seek all necessary regulatory authorization for this Agreement.
Regulatory Authorization. Any required waiting period applicable ------------------------ to the purchase of the Shares hereunder pursuant to the HSR Act shall have expired or been terminated (the "HSR Condition"). The Company and the Purchaser will make all filings and take all reasonable actions within their respective control required in order to satisfy the HSR Condition; provided that neither party will be required to dispose of or agree to hold separate any assets or business operations or to agree to any restriction on its business activities in connection therewith.
Regulatory Authorization. Except as otherwise specifically contemplated in this Agreement and the Related Documents, and except for: (i) the filings referenced in Section 5.11; (ii) the filing of a Form D with respect to the Preferred Stock and Warrants under Regulation D under the Securities Act; (iii) the filing of the Registration Statement with the Commission; and (iv) any filings required under state or provincial securities laws that are permitted to be made after the date hereof, the execution, delivery and performance by the Seller of this Agreement and the Related Documents, and the consummation of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Stock and Warrants and the subsequent issuance of the Conversion Shares and Warrant Shares upon conversion of the Preferred Stock or otherwise or exercise of the Warrants, as applicable) by the Seller require no action by or in respect of, or filing with, any governmental or regulatory body, agency, official or authority (including the American Stock Exchange). The Conversion Shares and the Warrant Shares, and all shares of Common Stock to be issued as dividends on the Preferred Stock have been approved for listing on the American Stock Exchange.
Regulatory Authorization. Each of the Company and its Subsidiaries that are required to be organized or licensed as an insurance company in its jurisdiction of organization (each, an “Insurance Subsidiary”) is duly licensed as an insurance or reinsurance company in its jurisdiction of organization and is duly licensed or authorized as an insurer or reinsurer in each jurisdiction outside its jurisdiction of organization where it is required to be so licensed or authorized to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to be so licensed or authorized, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Each of the Company and its Insurance Subsidiaries has made all required filings under applicable insurance and reinsurance statutes in each jurisdiction where such filings are required, except for such filings the failure of which to make would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Company and its Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications (“Authorizations”), of and from all insurance and reinsurance regulatory authorities necessary to conduct their respective existing business as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to have such Authorizations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no insurance or reinsurance regulatory authority having jurisdiction over the Company or its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends, other than those restrictions applicable to insurance or reinsurance companies under such jurisdiction generally, or (ii) the continuation of the business of the Company or its Insurance Subsidiaries in all respects as presently conducted, except in the case of this clause (ii), where such orders or decrees, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Regulatory Authorization. This Agreement shall be subject to the approval of the regulatory agencies having jurisdiction. In the event that this Agreement is not accepted in its entirety by all such agencies, any Party may terminate this Agreement immediately.
Regulatory Authorization. On July 6, 1998, Seller and Purchaser filed with the United States Federal Trade Commission ("FTC") and the United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated hereby pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"). Seller and Purchaser agree to file as promptly as practicable any supplemental information requested. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act. Each of Purchaser and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Purchaser and Seller shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ and shall promptly comply with any such inquiry or request. Each party will use best efforts to obtain as promptly as possible any clearance required under the HSR Act for the purchase and sale of the Purchased Assets; provided, however, that such efforts shall not include any requirement that the parties hereto (a) request accelerated treatment (unless Purchaser desires accelerated treatment), (b) expend money (other than in connection with the fees and expenses required to file under the HSR Act), (c) commence any litigation, (d) defend or prosecute any governmental proceeding, or (e) grant any accommodation (financial or otherwise) to any third party, but shall include a requirement that the parties respond in good faith to any request for information or inquiries by the FTC or the DOJ for information until the earlier of (i) the expiration or termination of the waiting period under the HSR Act or (ii) the delivery by the FTC or the DOJ of a "second request" for information with respect to transactions contemplated hereby. The filing fees required in connection with the filings with the FTC and DOJ described in this Section 3.5 shall be borne by Purchaser.
Regulatory Authorization. This Agreement is subject to and conditioned upon its approval or acceptance for filing without material condition or modification by the Commission. In the event that this Agreement is not so approved or accepted for filing in its entirety without modification, or the Commission subsequently modifies this Agreement upon complaint or upon its own initiative, any Party may, irrespective of the notice provisions in Section 2.1, withdraw from this Agreement by giving thirty (30) days’ advance written notice to the other Parties.
Regulatory Authorization. This Agreement shall be subject to all Applicable Laws and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations from the applicable Governmental Authorities upon terms acceptable to Gatherer in its sole discretion.
Regulatory Authorization. (a) STATION shall obtain, maintain and renew all such required authorizations and approvals from the FCC to operate its main channel and to engage in FM subcarrier multiplex transmissions as herein contemplated. STATION's obligations pursuant to the preceding sentence shall include but not be limited to:
1. The maintenance of its main channel license from the FCC to operate STATION; and
2. Obtaining and maintaining a Subsidiary Communications Authorization from the FCC, as may be necessary; and
3. The filing of all required reports and documents relating to the operations of STATION.
(b) STATION will, at its own cost and expense, comply with all local, state and federal rules and regulations, and obtain authorization sufficiently broad to cover the transmission of LESSEE material.
