Required Regulatory Approvals and Consents Sample Clauses

Required Regulatory Approvals and Consents. Without limiting the generality of Section 7.1 and Section 7.5, with respect to the purchase and sale of the Purchased Assets, (a) CPS shall have received all of CPS's Required Regulatory Approvals described in clause (i) of the definition thereof and all of CPS's Required Consents and (b) Seller shall have received all of Seller's Required Regulatory Approvals described in clause (i) of the definition thereof and the Seller's Required Consents. In the event that any of CPS's Required Regulatory Approvals or such Seller's Required Regulatory Approvals requires any modification to this Agreement or any Ancillary Agreement Executed by CPS or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon CPS's ownership of the STP Interest, then CPS shall have approved such modifications, conditions and restrictions to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and the Ancillary Agreements and, individually or in the aggregate, are reasonably likely to be materially adverse to the business, assets, properties, financial condition or results of operations of CPS and its subsidiaries (if any) taken as a whole, it being agreed that CPS shall be deemed to have approved of any such modifications, conditions or restrictions that are not disapproved by CPS in a written notice to Seller given no later than fifteen (15) Business Days following CPS's acquiring Knowledge of such modification, condition or restriction.
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Required Regulatory Approvals and Consents. (a) All of Seller’s Required Regulatory Approvals and all of Seller’s Required Consents shall have been obtained, and shall be final and not subject to appeal or otherwise subject to challenge or modification.
Sample 1Sample 2See All (4)
Required Regulatory Approvals and Consents. (a) All of Purchaser’s Required Regulatory Approvals and all of Purchaser’s Required Consents shall have been obtained and shall not have been granted subject to or containing any terms or conditions not satisfactory to Purchaser, in its sole discretion, and shall be final and not subject to appeal or otherwise subject to challenge or modification (except with respect to the same provided by Mississippi regulatory authorities, which shall be as final as allowed prior to Closing, and not subject to any appeal, challenge or modification which Purchaser determines may cause the same to be or become unavailable or unsatisfactory following Closing).
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Required Regulatory Approvals and Consents. Without limiting the generality of Section 7.1 and Section 7.5, with respect to the purchase and sale of the Purchased Assets, (a) Texas Genco shall have received all of Texas Genco's Required Regulatory Approvals described in clause (i) of the definition thereof and all of Texas Genco's Required Consents and (b) Seller shall have received all of Seller's Required Regulatory Approvals described in clause (i) of the definition thereof and the Seller's Required Consents. In the event that any of Texas Genco's Required Regulatory Approvals or such Seller's Required Regulatory Approvals requires any modification to this Agreement or any Ancillary Agreement Executed by Texas Genco or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon Texas Genco's ownership of the STP Interest, then Texas Genco shall have approved such modifications, conditions and restrictions to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and the Ancillary Agreements and, individually or in the aggregate, are reasonably likely to be materially adverse to the business, assets, properties, financial condition or results of operations of Texas Genco and its subsidiaries (if any) taken as a whole, it being agreed that Texas Genco shall be deemed to have approved of any such modifications, conditions or restrictions that are not disapproved by Texas Genco in a written notice to Seller given no later than fifteen (15) Business Days following Texas Genco's acquiring Knowledge of such modification, condition or restriction.
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Required Regulatory Approvals and Consents. All of Seller's Required Regulatory Approvals and all of Seller's Required Consents shall have been obtained, and shall be final and not subject to appeal or otherwise subject to challenge or modification, in each case to the extent necessary to prevent any condition that could reasonably be expected to (i) materially impair Seller's authority, right or ability to consummate the Transactions or (ii) have a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of Seller; provided that to the extent any of Seller's Required Regulatory Approvals or Seller's Required Consents with respect to any Purchased Asset have not been obtained and Purchaser elects to proceed to Closing, then Seller shall treat such Purchased Asset in accordance with Section 2.5 and this condition shall not apply to such Seller's Required Regulatory Approval or Seller's Required Consent. All of Purchaser's Required Regulatory Approvals and Purchaser's Required Consents (other than the Purchaser's Required Regulatory Approvals that relate to the transfer of the Purchased Permits) shall have been made or obtained and shall be in such forms as could not reasonably be expected to (i) materially impair Seller's authority, right or ability to consummate the Transactions or (ii) have a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of Seller.
Sample 1
Required Regulatory Approvals and Consents. (a) Without limiting the applicability of Section 6.1 and Section 6.4, with respect to the purchase and sale of the Partnership Interests, Purchasers shall have received all of Purchasers' Required Regulatory Approvals and Purchasers' Required Consents. In the event that any such Purchasers' Required Regulatory Approval or Purchasers' Required Consents requires any modification to this Agreement or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon Purchasers' or Purchasers' Parent's indirect ownership of the Oleander Station, then such modifications, conditions or restrictions shall be subject to Purchasers' approval to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and would, individually or in the aggregate, have a material adverse effect upon Purchasers, Purchasers' Affiliates or the Oleander Station after the Closing; provided, however, that Purchasers shall be deemed to have approved of any such modifications, conditions or restrictions to the extent that Purchasers fail to disapprove of same in a written notice to Sellers received no later than fifteen (15) Business Days following the public announcement of the decision of the Governmental Authority.
Sample 1
Required Regulatory Approvals and Consents. (a) Without limiting the generality of Section 6.1 and Section 6.4, with respect to the purchase and sale of the Partnership Interests, Sellers shall have received all of Sellers' Required Regulatory Approvals and Sellers' Required Consents. In the event that any such Approval requires any modification to this Agreement or the Transactions, imposes any condition to the effectuation of the Transactions, or places any restrictions upon Sellers' indirect ownership of the Oleander Station, then such modifications, conditions or restrictions shall be subject to Sellers' approval to the extent that such modifications, conditions and restrictions, if any, are not contemplated by this Agreement and would, individually or in the aggregate have a material adverse effect upon Sellers, their indirect ownership of the Oleander Station or the operation of the Oleander Station prior to the Closing; provided, however, that Sellers shall be deemed to have approved of any such modifications, conditions or restrictions to the extent that Sellers fail to disapprove of same in a written notice to Sellers received no later than fifteen (15) Business Days following the public announcement of the decision of the Governmental Authority.
Sample 1
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Required Regulatory Approvals and Consents. (a) All of Purchaser's Required Regulatory Approvals, other than those described in clause (b) of the definition thereof, and all of Purchaser's Required Consents shall have been obtained and shall not have been granted subject to or containing any terms or conditions not satisfactory to Purchaser, in its sole discretion.
Sample 1

Related to Required Regulatory Approvals and Consents

  • Required Regulatory Approvals Certain transactions required, permitted or otherwise contemplated by this Agreement may under certain circumstances require prior filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner. Such transactions include: (a) issuance or purchase of any additional capital stock of the Company or other securities convertible into or exchangeable or exercisable for capital stock of the Company pursuant to Sections 1.2 or 3.4; (b) transfer of Shares to a wholly owned subsidiary of a Shareholder, to another Shareholder or to a wholly owned subsidiary of another Shareholder pursuant to Sections 3.1(a) or 3.4; (c) exercise of preemptive rights by a Shareholder pursuant to Section 3.2; and (d) exercise of call rights by the Company or a Shareholder pursuant to Section 3.3 (including pursuant to the two provisos in Section 3.1(b)). Notwithstanding anything to the contrary contained in this Agreement, any such transactions requiring filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner shall not, to the extent within the control of a party hereto, be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained, and to the extent not within the control of an applicable party hereto, such party shall use best efforts to cause such transactions not to be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained.

  • Regulatory Approvals All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

  • Governmental and Regulatory Approvals Other than the filing of the Articles of Merger provided for under Section 1.3, all consents, approvals and actions of, filings with and notices to any Governmental Entity required by the Company, Parent or any of their subsidiaries under applicable law or regulation to consummate the Merger and the transactions contemplated by this Agreement, the failure of which to be obtained or made would result in a material adverse effect on Parent’s ability to conduct the business of the Company in substantially the same manner as presently conducted, shall have been obtained or made (all such approvals and the expiration of all such waiting periods, the “Requisite Regulatory Approvals”).

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Regulatory Approvals; Efforts (a) Prior to the Closing, Parent, Merger Sub and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Merger including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger, (ii) the satisfaction of the conditions to consummating the Merger, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Additionally, each of Parent, Merger Sub and the Company shall use reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Merger, the parties hereto shall use reasonable best efforts to effect such transfers.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation.

  • Other Regulatory Approvals Each party hereto shall cooperate and use its reasonable best efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use all reasonable efforts to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the Offer and the Merger or the taking of any other action contemplated by this Agreement.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

  • Government Approvals and Required Consents The Company, the Stockholders, NewCo and APP shall have obtained all licenses, permits and all necessary government and other third-party approvals and consents required under any law, statements, rule, regulation or ordinance to consummate the transactions contemplated by this Agreement.

  • Approvals and Consent Except as may be expressly provided to the contrary in this Agreement or in the other Loan Documents (as applicable), in any instance under this Agreement of the other Loan Documents where the approval, consent or exercise of judgment of the Administrative Agent or any Lender is requested or required, (a) the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of the Administrative Agent or such Lender, respectively, and the Administrative Agent and such Lender shall not, for any reason or to any extent, be required to grant such approval or consent or to exercise such judgment in any particular manner, regardless of the reasonableness of the request or the action or judgment of the Administrative Agent or such Lender, and (b) no approval or consent of the Administrative Agent or any Lender shall in any event be effective unless the same shall be in writing and the same shall be effective only in the specific instance and for the specific purpose for which given.

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