Common use of Regulatory Consents and Approvals Clause in Contracts

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 the Sellers to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction or any condition that has not been satisfied or waived, and (iii) 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 shall have occurred.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Isg Resources Inc), Stock Purchase Agreement (Isg Resources Inc), Purchase Agreement (Isg Resources Inc)

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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 the Sellers to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to Purchaser, (iii) shall not impose any limitations or restrictions on Purchaser, (iv) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, and (iiiv) 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 for the transactions contemplated by this Agreement shall have occurred.

Appears in 4 contracts

Samples: Purchase Agreement (Isg Resources Inc), Purchase Agreement (Isg Resources Inc), Stock Purchase Agreement (Isg Resources Inc)

Regulatory Consents and Approvals. (a) All consents, approvals and actions of, filings with with, and notices to to, any Governmental or Regulatory Authority (including, without limitation, the Gaming Authorities exercising jurisdiction over Purchaser and its Affiliates) necessary to permit Purchaser Purchaser, Parent and the Sellers to perform their respective obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, and (iii) 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, including under the HSR Act, shall have occurred.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Fitzgeralds Gaming Corp), Purchase and Sale Agreement (Majestic Star Casino LLC), Purchase and Sale Agreement (Majestic Investor Capital Corp)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority (including, without limitation, as set forth on Schedules 2.06 and 3.04) necessary to permit Purchaser the Parent, the Buyer and the Sellers Seller Group to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby Transactions (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to the Parent, (iii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiiiv) 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 Transactions shall have occurred.

Appears in 3 contracts

Samples: Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Purchaser and the Sellers Seller Parties to perform their respective obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby by this Agreement and the Transaction Documents (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to the Purchaser, (iii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiiiv) 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 Transaction Documents shall have occurred.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Recovery Equity Investors Ii Lp), Stock Purchase Agreement (Qad Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Seller and Purchaser and the Sellers to perform their obligations under this Agreement and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiic) 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 shall have occurred.

Appears in 3 contracts

Samples: Share Purchase Agreement (Se Global Equities Corp), Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Sun New Media Inc.)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and written notices to any Governmental or Regulatory Authority necessary to permit Purchaser and the Sellers to perform their obligations under this Agreement and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiic) 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 Agreement, shall have occurred.

Appears in 2 contracts

Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority (including, without limitation, as set forth on Schedules 2.06 and 3.03) necessary to permit Purchaser the Parent, the Buyer and the Sellers Seller Group to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby Transactions (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to the Parent, (iii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiiiv) 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 Transactions shall have occurred.

Appears in 2 contracts

Samples: Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.)

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 the Sellers Equityholders to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to Purchaser, (iii) shall not impose any limitations or restrictions on Purchaser, (iv) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, and (iiiv) 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 for the transactions contemplated by this Agreement shall have occurred.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Headwaters Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser Purchaser, Seller and the Sellers CI Group to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to Purchaser, (iii) shall not impose any limitations or restrictions on Purchaser, (iv) shall not be subject to the satisfaction or of any material condition that has not been satisfied or waived, waived and (iiiv) 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 shall have occurred.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cig Wireless Corp.)

Regulatory Consents and Approvals. All Except for the filing of the Certificate of Merger, all consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser Purchaser, Acquisition Subsidiary, the Company and the Sellers each Principal Stockholder to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iii) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Finlay Enterprises Inc /De)

Regulatory Consents and Approvals. All Except for the filings and approvals associated with or contemplated by Section 1.04 hereof, all consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and the Sellers other Constituent Corporation to perform their its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby hereby, (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to the Constituent Corporation, (c) shall not be subject to the satisfaction or of any condition that # has not been satisfied or waived, waived and (iiid) 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 shall have occurred.

Appears in 1 contract

Samples: Agreement of Merger

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority Body necessary (as determined by Buyer, in its reasonable discretion) to permit Purchaser Buyer, the Seller and the Sellers Company to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (other than those set forth on Schedule 8.6 but including, without limitation, those necessary for Buyer to exercise its right of set-off pursuant to Section 10.6), (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to Buyer, (iii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiiiv) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority Body necessary for the consummation of the transactions contemplated by this Agreement Agreement, shall have occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Penn Treaty American Corp)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser the Company, Parent, Purchaser, Seller and the Sellers Seller Subsidiaries to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to Parent, (c) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiid) shall be in full force and effect, and all . 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, including under the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Microsystems Corp)

Regulatory Consents and Approvals. All material consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser the Seller Parties, the Company and the Sellers Purchaser to perform their respective obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby, including any approvals pursuant to the HSR Act, (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iii) 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 Transaction Documents shall have occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Glenoit Corp)

Regulatory Consents and Approvals. All Except for the filings and approvals associated with or contemplated by Section 1.04 hereof, all consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and the Sellers other Constituent Corporation to perform their its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby hereby, (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to the Constituent Corporation, (c) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiid) 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 shall have occurred.

Appears in 1 contract

Samples: Agreement of Merger

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary required to be obtained, taken or made to permit Purchaser and the Sellers Lenders or the Co-Borrowers to perform their respective obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby, (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to the Lenders, (c) shall not impose any material limitations or restrictions on either of the Lenders, (d) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiie) 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 13 and the Operative Agreements shall have occurred.

Appears in 1 contract

Samples: Secured Credit Agreement (Prospect Street Nyc Discovery Fund Lp)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority as disclosed in Section 2.07 of the Disclosure Schedule and Section 3.04 of the Purchaser Disclosure Schedule necessary to permit Seller and Purchaser and the Sellers to perform their obligations under this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiic) 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 Escrow Agreement, including under the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Escrow Agreement (Danka Business Systems PLC)

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Regulatory Consents and Approvals. All consents, approvals and actions of, filings with with, and notices to to, any Governmental or Regulatory Authority (including, without limitation, the Gaming Authorities exercising jurisdiction over Purchaser and its Affiliates) necessary to permit Purchaser and the Sellers to perform their its obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, and (iii) shall be in full force and effect, and all . 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, including under the HSR Act, shall have occurred.

Appears in 1 contract

Samples: Stock Purchase Agreement (Trump Entertainment Resorts Funding Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser Parent, Merger Sub, the Company and the Sellers Shareholders to perform their obligations under this Agreement Agree ment and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to Parent and Merger Sub, (c) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiid) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radiant Systems Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary required to be obtained, taken or made to permit Purchaser and the Sellers Lenders or the Co-Borrowers to perform their respective obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby, (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to the Lenders, (c) shall not impose any material limitations or restrictions on either of the Lenders, (d) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiie) 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.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Skyline Multimedia Entertainment Inc)

Regulatory Consents and Approvals. All As at the Closing Date, all consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and the Sellers Seller to perform their its obligations under this Agreement, the Assets Acquisition Agreement and the Controlling Documents and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to the Purchaser (c) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiid) 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, the Assets Acquisition Agreement and the Controlling Documents shall have occurred.

Appears in 1 contract

Samples: Acquisition Agreement (Legend Media, Inc.)

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 the Sellers Company to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not impose any limitations or restrictions on Purchaser, (d) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiie) 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.

Appears in 1 contract

Samples: Note Purchase Agreement (Skyline Multimedia Entertainment Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Purchaser and the Sellers to perform their its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiic) 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 Ancillary Agreements shall have occurred.

Appears in 1 contract

Samples: Share Purchase Agreement (Legend Media, Inc.)

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 the Sellers to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction or any condition that has not been satisfied or waived, and (iii) 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 shall have occurred.

Appears in 1 contract

Samples: Purchase Agreement (Flo Fill Co Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority Body necessary to permit Purchaser Buyer and the Sellers Seller to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iii) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority Body necessary for the consummation of the transactions contemplated by this Agreement shall have occurred.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sirva Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser Parent, Merger Sub, the Company and the Sellers Shareholders to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to Parent and Merger Sub, (c) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, waived and (iiid) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radiant Systems Inc)

Regulatory Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser WWWX, Intrac, Acquisition Sub and the Sellers to perform their obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby (ia) shall have been duly obtained, made or given, (iib) shall be in form and substance reasonably satisfactory to WWWX and Acquisition Sub, (c) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, and (iiid) 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 Transaction Documents shall have occurred.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Worldwide Web Networx Corp)

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 the Sellers Seller to perform their obligations under this Agreement and to consummate the transactions contemplated hereby (i) shall have been duly obtained, made or given, (ii) shall be in form and substance reasonably satisfactory to Purchaser, (iii) shall not impose any limitations or restrictions on Purchaser, (iv) shall not be subject to the satisfaction or of any condition that has not been satisfied or waived, and (iiiv) 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 for the transactions contemplated by this Agreement shall have occurred.

Appears in 1 contract

Samples: Purchase Agreement (Flo Fill Co Inc)

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