Common use of Regulatory Consents Clause in Contracts

Regulatory Consents. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and, other than the filing provided for in Section 1.3, all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, "Governmental Consents") in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company, Parent and Merger Sub shall have been made or obtained (as the case may be) and become final, except for those that the failure to make or to obtain, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Parent or the Company, as applicable, or provide a reasonable basis to conclude that the parties hereto or any of their affiliates or respective directors, officers, agents, advisors or other representatives would be subject to the risk of criminal or material financial liability.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (Dte Energy Co), Agreement and Plan of Merger (Detroit Edison Co)

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Regulatory Consents. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, terminated and, other than the filing provided for in Section 1.3, all notices, reports reports, applications and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits permits, clearances and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, "Governmental Consents") in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company, Parent and Merger Sub shall have been made or obtained (as the case may be) and become final), except for those that the failure to make or to obtainobtain are not, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect on or a Parent or the Company, as applicable, or provide a reasonable basis to conclude that the parties hereto or any of their affiliates or respective directors, officers, agents, advisors or other representatives would be subject to the risk of criminal or material financial liabilityMaterial Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Usf Corp)

Regulatory Consents. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, terminated and, other than the filing provided for in Section 1.3, all notices, reports notices and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, "Governmental ConsentsGOVERNMENTAL CONSENTS") in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company, Parent and Merger Sub shall have been made or obtained (as the case may be) ), upon terms and become finalconditions that, and except for those that the failure to make or to obtain, are not, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect on or a Parent Material Adverse Effect or the Company, as applicable, or to provide a reasonable basis to conclude that the parties hereto or any of their affiliates or respective directors, officers, agents, advisors or other representatives would be subject to the risk of criminal or material financial liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equitable of Iowa Companies)

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Regulatory Consents. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, terminated and, other than the filing provided for in Section 1.3, all notices, reports reports, and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits permits, and authorizations required to be obtained prior to the Effective Time by the Company or -41- 47 Parent or any of their respective Subsidiaries from, any Governmental Entity (collectively, "Governmental Consents") in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company, Parent Parent, and Merger Sub shall have been made or obtained (as the case may be) and become final), except for those that the failure to make or to obtainobtain are not, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect on or a Parent or the Company, as applicable, or provide a reasonable basis to conclude that the parties hereto or any of their affiliates or respective directors, officers, agents, advisors or other representatives would be subject to the risk of criminal or material financial liabilityMaterial Adverse Effect.

Appears in 1 contract

Samples: Voting Agreement (Comps Com Inc)

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