Specified Authorisation Transfer and Specified Authorisation Re-Registration Sample Clauses

Specified Authorisation Transfer and Specified Authorisation Re-Registration. 2.1 The Seller shall use, and shall procure that each applicable member of the Seller Group will use, all reasonable endeavours to ensure that, on or as soon as reasonably practicable after (i) the Italian Business Carve-Out Date with reference to Specified Authorisations relating to the Italian Business and (ii) the Applicable Completion Date with reference to each Local Business: (A) subject to paragraph 2.1(B) below, each Specified Authorisation shall be transferred in accordance with Applicable Law by the XX Xxxxxx to the SA Transferee (“SA Transfer”); and (B) where Applicable Law does not permit a SA Transfer in relation to any Specified Authorisation, a new marketing authorisation shall be registered in the name of the SA Transferee to replace the existing Specified Authorisation (“SA Re-Registration”) and the Seller shall procure that the relevant XX Xxxxxx takes all necessary steps to withdraw, abandon, cancel or allow to lapse the superseded Specified Authorisation as soon as practicable after the SA Re-Registration Date, it being understood that the Purchaser shall use all reasonable endeavours and cooperate in good faith with the Seller for the purposes of the SA Transfer and SA Re-Registration (as applicable). 2.2 Any SA Transfer or SA Re-Registration (as applicable) shall each be effected on a market-by-market basis (such that there shall not be any staggered SA Transfer or SA Re-Registration (as the case may be) on a Product-by-Product basis in any market), unless otherwise agreed between the Seller and the Purchaser. 2.3 With effect from (a) the Italian Business Carve-Out Date with reference to Specified Authorisation relating to the Italian Business and (b) the Applicable Completion Date with reference to each Local Business, until the earlier of (i) the SA Transfer Date or the SA Re-Registration Date (as applicable) and (ii) the SA Long Stop Date, the Seller shall procure that each XX Xxxxxx shall hold the Specified Authorisation(s) in its name but for the account, risk and benefit of the relevant SA Transferee.
Sample 1
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Specified Authorisation Transfer and Specified Authorisation Re-Registration. 2.1 The Seller shall use, and shall procure that each applicable member of the Seller Group will use, all reasonable endeavours to ensure that, on or as soon as reasonably practicable after (i) the Italian Business Carve-Out Date with reference to Specified Authorisations relating to the Italian Business and (ii) the Applicable Completion Date with reference to each Local Business: (A) subject to paragraph 2.1(B) below, each Specified Authorisation shall be transferred in accordance with Applicable Law by the XX Xxxxxx to the SA Transferee (“SA Transfer”); and (B) where Applicable Law does not permit a SA Transfer in relation to any Specified Authorisation, a new marketing authorisation shall be registered in the name of the SA Transferee to replace the existing Specified Authorisation (“SA Re-Registration”) and the Seller shall procure that the relevant XX Xxxxxx takes all necessary steps to withdraw, abandon, cancel or allow to lapse the superseded Specified Authorisation as soon as practicable after the SA Re-Registration Date, it being understood that the Purchaser shall use all reasonable endeavours and cooperate in good faith with the Seller for the purposes of the SA Transfer and SA Re-Registration (as applicable).
Sample 1

Related to Specified Authorisation Transfer and Specified Authorisation Re-Registration

  • Authorisation obtain or cause to be obtained, maintain in full force and effect and comply fully with all Required Authorisations, provide the Agent with Certified Copies of the same and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under any applicable law (whether or not in the Pertinent Jurisdiction) for the continued due performance of all the obligations of the Security Parties under each of the Security Documents;

  • Authorisations Each Obligor shall promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and (b) supply certified copies to the Agent of, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; and (ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

  • Registration Compliance; No Stop Order No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

  • Necessary Governmental Approvals The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.3(B)(ii) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws.

  • Registration Compliance; No Stop Orders The Registration Statement has become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representative; the Rule 462(b) Registration Statement, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a) of this Agreement, and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no unresolved objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby.

  • Inspection Testing Authorization and Right of Access 2.1 Equipment Testing and Inspection 2.2 Authorization Required Prior to Parallel Operation

  • Maintain Authorisations It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

  • 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 the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, 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 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, have a Parent Material Adverse Effect.

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