Material Consent definition

Material Consent means a regulatory approval or consent which if not obtained would preclude the Transferee from carrying on the business of a dealer in any Province or Territory of Canada;

Material Consent means a Consent by a third Person (i) that if not obtained prior to the assignment of an Asset, (A) voids or nullifies (automatically or at the election of the holder thereof) the assignment, conveyance or transfer of such Asset, (B) terminates (or gives the holder thereof the right to terminate) any material rights in the Asset subject to such consent, or (C) requires payment of a fee or liquidated damages or (ii) that has affirmatively been denied in writing (except for any such consent that is otherwise waived in writing by Purchaser); provided, however, that “Material Consent” does not include (x) any consent or approval of Governmental Authorities customarily obtained after Closing or (y) any Consent which by its express terms cannot be unreasonably withheld, unless such Consent has been affirmatively denied in writing.

Material Consent shall have the meaning set forth in Section 2.23 of this Agreement.

Examples of Material Consent in a sentence

• The Company has not received notice of any investigation or proceedings which results in or, if decided adversely to the Company, could reasonably be expected to result in, the revocation of any Material Consent or reasonably be expected to have a Material Adverse Effect.

• Notwithstanding the foregoing, neither Party shall be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof).

• No Material Consent contains a materially burdensome restriction not adequately disclosed in the Registration Statement and the Prospectus.

• Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as of such date, has not been satisfied or waived.

• Notwithstanding the foregoing, Buyer shall be entitled to waive Seller's obligation to obtain any Material Consent other than those Consents necessary to transfer the Franchises; provided that Seller shall have no liability to Buyer for Seller's inability to procure such Consent.

More Definitions of Material Consent

Material Consent means a consent by a Third Party that (i) if not obtained prior to the assignment of an Asset, (A) makes voidable, voids or nullifies (automatically or at the election of the holder thereof) the assignment, conveyance or transfer of such Asset, (B) terminates (or gives the holder thereof the right to terminate) any material rights in the Asset subject to such consent, or (C) requires payment of a fee or (ii) may be withheld in the sole and absolute discretion of the holder; provided, however, that “Material Consent” does not include any consent or approval of Governmental Authorities customarily obtained after Closing or any consent which by its terms cannot be unreasonably withheld.

Material Consent means a consent, authorization or approval of the counterparty to the Contracts set forth on Schedule 4.3.

Material Consent means a consent by a third Person (i) that if not obtained prior to the assignment of an Asset, (A) voids or nullifies (automatically or at the election of the holder thereof) the assignment, conveyance or transfer of such Asset, (B) terminates (or gives the holder thereof the right to terminate) any material rights in the Asset subject to such consent, or (C) requires payment of a fee or liquidated damages or (ii) that has affirmatively been denied in writing (except for any such consent that is otherwise waived in writing by Purchaser); provided, however, that “Material Consent” does not include (x) any consent or approval of Governmental Authorities customarily obtained after Closing or (y) any consent which by its express terms cannot be unreasonably withheld, even if such consent has been affirmatively denied in writing.

Material Consent has the meaning specified in Section 5.9(a).

Material Consent the consent, waiver or authorization of, or filing with, any Person the lack of which reasonably could be expected to result in (a) material liability to the Offeror or the Purchaser if a purchase of TCI Shares by Xxxxxx or TCI pursuant to Article III is consummated or (b) either the Offeror or the Purchaser being deprived of all or a material part of the benefits incident to the purchase and sale of TCI Shares pursuant to Article III.

Material Consent has the meaning set forth in Section 3.06(a).

Material Consent means any Consent (i) needed in connection with the Real Property Leases or the Contracts listed on Schedule 2.1(I) or (ii) of which the failure to obtain could reasonably be expected to have a Material Adverse Effect.