Common use of Regulatory Consents and Approvals Clause in Contracts

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and Purchaser to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, shall have been duly obtained, made or given, shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Ameristar Casinos Inc), Asset Purchase Agreement (Station Casinos Inc), Asset Purchase Agreement (Station Casinos Inc)

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Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and the Company and Purchaser to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, hereby shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Protein Design Labs Inc/De)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company Purchaser and Purchaser Sellers to materially perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby, including, without limitation, the FCC Consents, shall have been duly obtained, made or given, given without conditions materially adverse to Purchaser and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Fisher Companies Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company Company, the Shareholders and the Purchaser to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, which are listed on Schedule 7.05 hereto, shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dimon Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority set forth in SCHEDULES 3.03 and 3.04 necessary to permit the Company Purchaser and Purchaser Seller to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, other than those referred to in SECTION 5.08, shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Unit Purchase Agreement (Northwestern Corp)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and Purchaser to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, shall have been duly obtained, made or given, shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.. Deliveries . Purchaser shall have delivered the Assumption Agreement and other Assumption Instruments. Required Consents

Appears in 1 contract

Samples: Asset Purchase Agreement (Ameristar Casinos Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and Purchaser to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, hereby shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Protein Design Labs Inc/De)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company Purchaser and Purchaser Parent to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, hereby shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Recapitalization and Stock Purchase Agreement (E&s Holdings Corp)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser, the Company and Purchaser the Shareholders to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, which are listed in Schedule 6.05 hereto, shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dimon Inc)

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Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and WL and PD, as the Company and Purchaser case may be, to materially perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby, hereby and thereby shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 AgreementAgreement and the Operative Agreements, including under the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Asset Purchase Agreement (King Pharmaceuticals Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any other Governmental or Regulatory Authority necessary to permit Shareholders, the Company and Purchaser Atmos to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, hereby shall have been duly obtained, made or given, given and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Atmos Energy Corp)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company Seller and Purchaser to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, hereby (a) shall have been duly obtained, made or given, (b) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (c) shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR ActAct or any applicable foreign competition or investment Law, shall have occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mainfreight LTD)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company Sellers and Purchaser to materially perform their obligations under this Agreement and to consummate the transactions contemplated hereby, including, without limitation, the FCC Consents, shall have been duly obtained, made or given, given without conditions materially adverse to Sellers and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency 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 the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Fisher Companies Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental governmental or Regulatory Authority regulatory authority necessary to permit the Company Buyer and Purchaser Seller to materially perform their respective obligations under this Agreement and to consummate the transactions transaction contemplated hereby, including, without limitation, approval under the Xxxx Xxxxx Xxxxxx Act (the "HSR Act"), shall have been duly obtained, made or given, given without conditions materially adverse to Buyer and shall be in full force and effect and shall be in form and substance satisfactory to the Company and not subject to any material condition or contingency effect, and all terminations or expirations of waiting periods imposed by any Governmental governmental or Regulatory Authority regulatory authority necessary for the consummation of the transactions contemplated by this Agreement, including under the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Membership Purchase Agreement (Fisher Companies Inc)

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