Required Government Consents definition

Required Government Consents has the meaning set forth in Section 6.4 hereof.
Sample 1
Required Government Consents. Section 9.04 "Returns" Section 6.15(a) "Revolving Credit Facility" Section 3.03(a) "Section 8.08 Notice" Section 8.08 "Senior Subordinated Notes" Section 12.02(b) "Series A Preferred" Section 6.01 "Stockholder" Section 3.01 "Subsidiaries" Section 6.02 "Subsidiary" Section 6.02 "Surviving Corporation" Preamble "Taxes" Section 6.15(f) "Title Documents" Section 6.06(b) "to the Company's knowledge" or Section 12.02(a) "to the knowledge of the Company" "to Purchaser's knowledge" or Section 12.02(a) "to the knowledge of Purchaser" AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of September 18, 1996, is made by and between The Xxxxxxx Xxxxxx Company, a Massachusetts corporation (the "Company") and TWCC Acquisition Corp., a Massachusetts corporation ("Purchaser"). The Boards of Directors and stockholders of the Company and Purchaser deem it advisable and in the best interests of each such corporation and its respective stockholders to cause the merger of Purchaser with and into the Company (the "Merger") upon the terms and conditions set forth herein and in accordance with the General Laws of the Commonwealth of Massachusetts (the "Corporation Law"). (Purchaser and the Company being hereinafter sometimes referred to as the "Constituent Corporations" and the Company, following the effectiveness of the Merger, as the "Surviving Corporation".)
Sample 1
Required Government Consents shall have the meaning ascribed to such term in Section 7.1(f).
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Examples of Required Government Consents in a sentence

  • Seller shall deliver to Purchaser copies of all Required Contract Consents and all Required Government Consents.

  • Seller shall deliver to Purchaser copies of all Required Contract Consents and all Required Government Consents which have been obtained.

  • All Required Government Consents and Required Contract Consents shall have been obtained.

  • Subject to obtaining the Seller Required Government Consents, the Seller has the authority and right to transfer the Permits to the Buyer.

  • Seller shall deliver to Buyer copies of all Required Contract Consents and all Required Government Consents.

  • Subject to obtaining the Seller Required Government Consents and any other required third party consents, each of which is set forth in Section 3.1(q) of the Seller Disclosure Schedule the Seller has the authority and right to transfer the Purchased Assets and the Water Systems to the Buyer, except where such failure to transfer would not individually or in the aggregate, have or reasonably be expected to have, a Material Adverse Effect on the seller of the Purchased Assets.

  • Seller shall deliver to Buyer copies of all Required Contract Consents and all Required Government Consents which have been obtained by Seller.

  • All of the Authorizations are in full force and effect, and, to the best of Seller's knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement, except to the extent any such Authorizations are transferable only upon receipt of the Required Government Consents.

  • Except for those consents or approvals set forth in Section 4.4 of Purchaser's Disclosure Schedule (the "Purchaser's Required Government Consents"), no consent, waiver, approval or authorization of, or designation, declaration or filing with any governmental authority is or has been required on the part of Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

  • All of the Authorizations are in full force and effect and, to the Seller Parties’ knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement, except to the extent any such Authorizations are assignable or transferable only upon receipt of the Required Government Consents.


More Definitions of Required Government Consents

Required Government Consents is defined in Section 4.4.
Sample 1

Related to Required Government Consents

  • Required Governmental Approvals means the Company Required Governmental Approvals and the Parent Required Governmental Approvals.

  • Government Approvals means all permits, licenses, authorisations, consents, clearances, decrees, waivers, privileges, approvals from and filing with government instrumentalities necessary for the development, construction and operation of the Work.

  • Intra-governmental gift means any gift given to a Board member or employee from another Board member or employee, and "inter- governmental gift" means any gift given to a Board member or employee from an officer or employee of another governmental entity.

  • Government Authorities means, without limitation, all Government departments and agencies with responsibility for the import and export of goods, the collection of revenue on the import and export of goods and the transport of those goods to include, without limitation, Customs, AQIS, the ATO and the RSA;

  • Governmental Consents has the meaning set forth in Section 3.5.

  • Government Approval means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or license of, from or with any Governmental Authority, the giving notice to, or registration with, any Governmental Authority or any other action in respect of any Governmental Authority.

  • Governmental Antitrust Authority has the meaning set forth in Section 5.11(b).

  • Relevant Governmental Body means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

  • Local governmental entity means a county, municipality, school district, junior college district, or other political subdivision of this state or a local government corporation, board, commission, district, or authority to which a member is appointed by the commissioners court of a county, the mayor of a municipality, or the governing body of a municipality. The term does not include an association, corporation, or organization of governmental entities organized to provide to its members education, assistance, products, or services or to represent its members before the legislative, administrative, or judicial branches of the state or federal government.

  • Applicable Governmental Authority means the FERC within the United States and the appropriate governmental authority with subject matter jurisdiction over reliability in Canada and Mexico.

  • Authorized Government Agency means a regulatory body or government agency, with jurisdiction over PJM, the PJM Market, or any entity doing business in the PJM Market, including, but not limited to, the Commission, State Commissions, and state and federal attorneys general.

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Government Agencies means any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Facility operated thereon.

  • Applicable Insurance Regulatory Authority means, when used with respect to any Insurance Subsidiary, the insurance department or similar administrative authority or agency located in (x) the state or other jurisdiction in which such Insurance Subsidiary is domiciled or (y) to the extent asserting regulatory jurisdiction over such Insurance Subsidiary, the insurance department, authority or agency in each state or other jurisdiction in which such Insurance Subsidiary is licensed, and shall include any Federal insurance regulatory department, authority or agency that may be created in the future and that asserts regulatory jurisdiction over such Insurance Subsidiary.

  • Governmental Authorities means any nation, government, province, state, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of any government or any political subdivision thereof, court, tribunal, arbitrator, the governing body of any securities exchange, and self-regulatory organization, in each case having competent jurisdiction (with each of such Governmental Authorities being referred to as a “Governmental Authority”).

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Government Entities means collectively, the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government, including any court, in each case having jurisdiction over the Company.

  • Necessary Consents means all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use;

  • Government agreement has the meaning given in the Government Agreements Xxx 0000 (WA);

  • Consents, Clearances and Permits means all authorizations, licenses, approvals, registrations, permits, waivers, privileges, acknowledgements, agreements, or concessions required to be obtained from or provided by any concerned authority for the purpose of setting up of the generation facilities and/ or supply of power;

  • Governmental Entities has the meaning ascribed to it in the Purchase Agreement.

  • Governmental Authority(ies) means any federal, state or local government, and political subdivision(s) thereof, and any entity(ies) exercising executive, legislative, judicial, regulatory or administrative functions having or pertaining to government.

  • Governmental Authorization means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

  • Government Order means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling or writ of any arbitrator, mediator, tribunal, administrative agency or Government Authority.

  • Government of Canada Yield on any date means the yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and that appears on the Bloomberg Screen GCAN5YR <Index> Page on such date; provided that if such rate does not appear on the Bloomberg Screen GCAN5YR <Index> Page on such date, then the Government of Canada Yield shall mean the arithmetic average of the yields quoted to the Corporation by two registered Canadian investment dealers selected by the Corporation as being the annual yield to maturity on such date, compounded semi-annually, that a non-callable Government of Canada bond would carry if issued, in Canadian dollars, at 100% of its principal amount on such date with a term to maturity of five years.

  • Governmental Filings means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated with such filings with all Governmental Authorities.