Common use of Requisite Governmental Approvals Clause in Contracts

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated hereby, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority Authorization is required on the part of Parent, Parent or Merger Sub or any of their Affiliates Subsidiaries (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except for (i) the filing of the Certificate of Merger and related documentation with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) compliance with Section 203 of the DGCL and any other similar applicable Takeover Law; and (v) such other Consents Governmental Authorizations the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of not reasonably be expected to have a Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this AgreementMaterial Adverse Effect.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Parent or Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws laws of states in which the Company and its Subsidiaries are Group is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; (iv) such filings and approvals set forth in Section 3.6 of the Company Disclosure Letter; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyTransactions, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Georgia and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby Transactions or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Assuming the truth and accuracy of the representations and warranties set forth in Section 2.6, no Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust LawsAct; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates Affiliates: (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware Kentucky and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other Antitrust Law applicable foreign Antitrust Lawsto the Merger; (iv) the FCC Filings; (v) the Kentucky PSC Notification; (vi) such actions as may be required in connection with the Relinquishment Applications, and (ivvii) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws laws of states in which the Company and its Subsidiaries are is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust LawsLaws set forth on Section 4.4 of the Parent Disclosure Letter; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws laws of states in which the Company and its Subsidiaries are is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act XXX Xxx, xxx Xxxxxxxx Xxxxxx Xxx 0000 and any other applicable foreign Antitrust LawsLaws set forth on Section 4.4 of the Parent Disclosure Letter; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay delay, impair or hinder the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyTransactions, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any the applicable requirements of NASDAQ; (iv) the HSR Act and any applicable foreign Antitrust LawsFCC Consents; (v) the PSC Consents; (vi) the Local Consents; and (ivvii) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby Transactions or have a material adverse effect on the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; Sub or (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or Agreement (c) including the consummation of the Merger and the other transactions contemplated herebyMerger), except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws and Foreign Investment Laws; (i); (iv) the receipt of Regulatory Authorizations set forth on Schedule ‎3.6 of the Company Disclosure Letter; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and beyond the other transactions contemplated hereby Outside Date or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and Transactions (including the other transactions contemplated herebyMerger), except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are Group is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby Transactions or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement or the Ancillary Agreements by each of Parent and Merger Sub, as applicable; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this AgreementAgreement or the Ancillary Agreements, as applicable; or (c) the consummation of the Merger and the other transactions contemplated herebyTransactions, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities pursuant to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do businessDGCL; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and Act, any applicable foreign Antitrust LawsLaws set forth in Section 7.1(b) or on Section 7.1(b) of the Company Disclosure Letter and any other applicable Laws set forth on Section 7.1(b) of the Company Disclosure Letter; (iv) compliance with the rules and regulations of NASDAQ; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby Transactions or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this AgreementAgreement or the Ancillary Agreements.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyTransactions, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws laws of states in which the Company and its Subsidiaries are is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange ActAct (including the filing of the Offer Documents with the SEC); (iii) compliance with any applicable requirements of the HSR Act and any other applicable foreign Antitrust LawsLaws set forth on Section 4.4 of the Parent Disclosure Letter; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby Transactions or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws laws of states in which the Company and its Subsidiaries are is qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Lawslaws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Other Antitrust Laws; (iv) such filings with, and approvals by, any Governmental Authority with respect to a change of control of Licensee; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

Requisite Governmental Approvals. No Consent of any Governmental Authority is required on the part of Parent, Merger Sub Sub, the Guarantors, the Equity Financing Sources, or any of their Affiliates respective Affiliates, in connection with the (a) the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Merger and the other transactions contemplated herebyMerger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries Acquired Companies are qualified to do business; (ii) such filings and approvals as may be required by any applicable federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; (iv) compliance with any applicable requirements of Specified Foreign Direct Investment Laws; and (ivv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby or the ability of not have a Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this AgreementMaterial Adverse Effect.