Required Governmental Authorizations definition

Required Governmental Authorizations means those Governmental Authorizations required under Law to be obtained in connection with the exercise of the Call Option, the NEP Change of Control Option, or the Class B COC Option, each in accordance with the terms hereof.

Required Governmental Authorizations means all governmental franchises, licenses, permits, authorizations, approvals, certificates and agreements with Governmental Authorities, necessary to effect the Merger, if any.

Required Governmental Authorizations means all material franchises, approvals, permits, consents, qualifications, certifications, authorizations, licenses, orders, registrations, certificates, variances or other similar permits, rights and all pending applications therefor from or with the relevant Governmental Authority required to operate the business of the Company and any of its Subsidiaries, as currently conducted, in accordance with applicable Law;

Examples of Required Governmental Authorizations in a sentence

• The Company shall pay all filing fees to obtain such Required Governmental Authorizations.

• The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the Required Governmental Authorizations and (ii) any actions or filings the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or Merger Subsidiary.

• The Members agree that the Change of Control Closing shall be subject to the receipt of all applicable Required Governmental Authorizations.

• The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations.

• In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date of the actual Call Option Closing.

More Definitions of Required Governmental Authorizations

Required Governmental Authorizations has the meaning set forth in Section 2.9(a).

Required Governmental Authorizations means, collectively, the Purchaser Required Governmental Authorizations and the Seller Required Governmental Authorizations.

Required Governmental Authorizations has the meaning set forth in Section 5.15(b).

Required Governmental Authorizations has the meaning set forth in Section 6F(ii). “Reserve Amount” means an amount equal to the greater of (A) $16,780,473 minus payments permitted pursuant to Section 6B(i)(q) and (B) the amount required to be maintained from time to time in the Debt Service Reserve Account. “Revenue Account” has the meaning set forth in the Amended and Restated Collateral Agency Agreement. “Residual Reserve Amount” means the amount received by Talen Ironwood, LLC from the Collateral Agent, the Trustee (as such term is defined under the Amended and Restated Collateral Agency Agreement) and the Depositary Bank (as such term is defined under the Amended and Restated Collateral Agency Agreement) under the Debt Service Reserve Account, free and clear of all Liens, setoffs and deductions, other than amounts funded into the Debt Service Reserve Account from the Revenue Account following the Closing. “Risk Management Policy” means the Risk Management Policy of the Company and its Subsidiaries as in effect on the date of this Agreement and previously provided to Buyer.

Required Governmental Authorizations as defined as Section 4.13(a).

Required Governmental Authorizations has the meaning set forth in Section 6F(ii).

Required Governmental Authorizations shall have the meaning set forth in Section 4.2(c)(i).