SECONDARY CONSENTS Sample Clauses

SECONDARY CONSENTS. (a) Each of the parties must use all reasonable endeavours to obtain the Secondary Consents before or to the extent permissible by law as soon as practicable after Completion. (b) In the event that a Secondary Consent is not obtained by Completion, the parties acknowledge that: (1) the amount payable under clauses 3.3 and 3.4 will not be adjusted or affected except as specified in this clause4.3; (2) part of the amount payable under clause 3.3 will be payable into the Escrow Account in accordance with clause 4.3(c); (3) the shares which cannot be sold as a result (being shares to be sold under the Affected Shares Agreements) (Affected Shares), will not be sold at Completion but will be sold by the relevant Seller Group Company to the relevant Buyer Group Company without any further payment by the relevant Buyer Group Company on the same terms and conditions as set out in the relevant Affected Shares Agreement, as soon as practical after the Secondary Consents relevant to those Affected Shares are obtained; Co-ordination agreement (4) to the extent permitted by law, the Seller Group Company which owns the Affected Shares must hold the benefit (including without limitation any dividend or other payment rights and any voting rights) of any Affected Shares not sold on the Completion Date for the Buyer Group Companies and the Buyer Group Companies must properly perform to the extent possible the obligations of the relevant Seller Group Company with respect to such Affected Shares on behalf of that Seller Group Company; (5) the relevant Seller Group Company must declare a trust in favour of the relevant Buyer Group Company with respect to any dividends referred to in clause 4.3(b)(4) to the extent necessary to pass the benefit of those dividends under any applicable local law and comply with any written voting or disposal instructions from that Buyer Group Company with respect to any such Affected Shares; (6) the Principal Buyer indemnifies PDL against any liability or loss arising with respect to any of the Affected Shares as a result of any act or omission of the Buyer Group Companies from the Effective Time. (c) If a Seller Group Company is unable to transfer title of Affected Shares to the relevant Buyer Group Company at Completion due to any relevant Secondary Consent not being obtained, then: (1) on Completion, a portion of the amount payable under clause 3.3 (a) by the Principal Buyer to PDL which is equal to the Estimate, will instead be paid into the Es...
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Related to SECONDARY CONSENTS

  • Necessary Consents Each Credit Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.

  • Regulatory Consents The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • Approvals; Consents Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.

  • All Consents All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and each other Transaction Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

  • 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 Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and 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 and the Operative Agreements shall have occurred.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Approvals and Consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Consents Obtained All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on the Company.

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