Certain Consents and Approvals. Except as set forth on Schedule 5.4, no consents, filings, notices, or Permits are required to be given, made or obtained by WPS Ltd. in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the transactions contemplated thereby.
Certain Consents and Approvals. All of the consents and approvals identified in Section 8.2(i) of the Company Disclosure Letter shall have been obtained.
Certain Consents and Approvals. The Required Consents shall have been obtained or deemed by operation of the Plan and/or the Confirmation Order to have been given and shall be in full force and effect.
Certain Consents and Approvals. No consents, filings, notices, or Permits are required to be given, made or obtained by WPS Ltd. in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the transactions contemplated thereby.
Certain Consents and Approvals. (a) Any matter for which the affirmative or negative consent or approval of the Advisory Committee is required under this Agreement or that may be waived by the Advisory Committee under this Agreement may instead be consented to, approved or waived by a Majority in Interest of the Combined Limited Partners or Limited Partners, as applicable, which action will be effective as if such consent, approval or waiver were given by the Advisory Committee; provided that (i) the General Partner shall not seek the approval of the Limited Partners for any matter after having received the affirmative disapproval of the Advisory Committee with respect to an identical matter and (ii) if the General Partner decides to seek the approval of the Limited Partners for a matter that is identical to, or substantially similar to, a matter in respect of which the General Partner initially sought the affirmative approval of the Advisory Committee and such approval was not received, then the General Partner agrees that it will inform the Combined Limited Partners that the matter being referred to them was not approved by the Advisory Committee. The decision of whether a matter is submitted to a vote of the Advisory Committee or the Combined Limited Partners shall be made by the General Partner in its sole discretion. If the General Partner receives advice from counsel that there is a reasonable likelihood that participation by any Advisory Committee member(s) or observer(s) appointed by one or more Limited Partners in any specific vote, approval, meeting or other action of the Advisory Committee is reasonably likely to result in legal or regulatory burdens or impediments that will have an adverse effect on the Fund, the AIFM, the Management Company or their respective Affiliates (including on the consummation of any Portfolio Investment or operation of the related Portfolio Company pursuant to FDI Laws), the General Partner may determine in its discretion that, notwithstanding any other provision of this Agreement, a vote of the relevant matter approved by a Majority in Interest of the Combined Limited Partners (including by written consent) may be substituted for, and have the same effect as, such vote, approval or other action of the Advisory Committee.
Certain Consents and Approvals. All of the consents and approvals identified on Schedule 8.2(d) shall have been obtained; provided, however, that in the event Parent or Merger Sub assert for any purpose that this condition is not satisfied, it shall nevertheless be deemed satisfied if Parent and Merger Sub shall have failed to use the reasonable best efforts required of either of them pursuant to Section 7.2 to obtain any such consents or approvals or to cooperate with and assist the Company in doing so, as applicable.
Certain Consents and Approvals. Notwithstanding Section 10.1, the affirmative vote or consent of the holders of at least 66.67% of the aggregate Unreturned Liquidation Preference represented by the issued and outstanding Series A Preferred Shares shall be required for (a) the authorization or issuance of any class or series of Shares (or security convertible into or exchangeable for Shares) ranking senior to the Series A Preferred Shares as to distribution rights or rights upon the Company’s liquidation, winding up or dissolution and (b) amendments to the LLC Agreement that would materially adversely affect the rights of holders of the Series A Preferred Shares.
Certain Consents and Approvals. With reference to Section 2(e) of this Amendment, and Section 6.7(a) of the Purchase Agreement (as amended hereby), Purchasers hereby confirm that the form of estoppel certificate furnished by Sellers to Purchasers' counsel on October 4, 2004 has been approved by Purchasers.
Certain Consents and Approvals. 1. Consents, licenses and approvals required in connection with implementation of the Scheme and/or Offer including, but not limited to, consents and approvals from the shareholders of the Target and from the court and the Panel.
Certain Consents and Approvals. All material governmental, shareholder and third party consents (including Hart-Scott-Rodino clearance) xxx xxxxxxxxx xxxessary in connection with the consummation of the Acquisition and all other parts of the Transactions, and the related financings and other transactions contemplated hereby and thereby, shall have been duly obtained and all applicable waiting periods shall have expired without any action being taken by any competent authority that could restrain, prevent or impose any materially adverse conditions on the Acquisition or any other part of the Transaction or the continued operations of Holdings, Borrower or any of their respective Subsidiaries.
