Consents and Government Approvals Sample Clauses

Consents and Government Approvals. Except as set forth on Schedule 3.6, no consent, waiver, approval, authorization, license, Order or permit of, or declaration, filing or registration with, novation by, or notification to, any Governmental Authority, or any other Person, is required to be made or obtained by the Seller or either of the Acquired Companies or any of their respective Affiliates in connection with the execution, delivery and performance of this Agreement or the Related Documents or the consummation of the transactions contemplated hereby or thereby.
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Consents and Government Approvals. All consents, waivers and approvals of any Governmental Authority and third-party (other than any Affiliate of Buyer) required to be obtained before consummation of the Contemplated Transactions shall have been obtained.
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Consents and Government Approvals. All consents, waivers and approvals of any Governmental Authority and third party required to be obtained before consummation of the transactions contemplated by this Agreement as identified on Schedule 8.6 shall have been obtained.
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Consents and Government Approvals. Except as set forth in Schedule 8.7 the consents of all persons who are parties to agreements with the Company which are required so that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in a breach of, or give rise to a right of termination of, or accelerate the performance required by, any terms of any such agreement, or constitute a default thereunder, or result in the creation of any lien, claim or encumbrance upon any of the assets of the Company, shall have been obtained, and signed copies thereof satisfactory to the Purchaser shall have been delivered to the Purchaser. All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Purchaser and the Company shall have received all other material authorizations, consents and approvals of governments and governmental agencies.
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Consents and Government Approvals. No consent, approval or authorization of, or registration, declaration or filing with, or notice to, or action by, any Relevant Authority is required to be made or obtained by such C&C Party in connection with the authorization, execution and delivery by such C&C Party of, and performance by such C&C Party under, this Agreement and the Ancillary Agreements to which such C&C Party is or will be a party or the consummation of the transactions contemplated hereby or thereby, except (i) in connection with applicable filing, notification, waiting period or approval requirements under applicable Antitrust Laws or (ii) where the failure to obtain such consent or waiver, or to take such action or make such filing or notification, would not materially impair or materially delay the ability of such C&C Party to consummate the transactions contemplated under this Agreement or any of the Ancillary Agreements to which such C&C Party is or will be a party or otherwise perform its obligations hereunder and thereunder.
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Consents and Government Approvals. No consent, approval or authorization of, or registration, declaration or filing with, or notice to, or action by, any Relevant Authority is required to be made or obtained by any Total Produce Group Company in connection with the authorization, execution and delivery by any Total Produce Party of, and performance by such Total Produce Party under, this Agreement and the Ancillary Agreements to which such Total Produce Party is a party or the consummation of the transactions contemplated hereby and thereby, except (i) compliance in connection with the Act, (ii) in connection with applicable filing, notification, waiting period or approval requirements under applicable Antitrust Laws, (iii) such filings with the Secretary of State of the State of Delaware as are necessary in connection with the Merger, (iv) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, applicable securities authorities and applicable securities exchanges, including such filings as are contemplated by Clause 8.6(a), (v) the passing of resolutions to be put before the Total Produce Shareholders at the EGM or (vi) where the failure to obtain such consent or waiver, or to take such action or make such filing or notification, would not have a Material Adverse Effect.
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Consents and Government Approvals. No consent, approval, waiver, or authorization is required to be obtained by Vendor from any Person (including any Governmental Authority) in connection with the execution, delivery, and performance by Vendor of this Agreement, or to enable Purchaser to register, own, and use the Purchased Assets, Software or Documentation.
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Related to Consents and Government Approvals

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and the Stockholders to perform their respective obligations under this Agreement and to consummate the transactions contemplated thereby shall have been duly obtained, made or given and shall be in full force and effect, and all waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, shall have terminated or expired.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Consents, Approvals and Filings The Company and Evergreen will make ------------------------------- and cause their respective subsidiaries and, to the extent necessary, their other affiliates to make all necessary filings, as soon as practicable, including, without limitation, those required under the HSR Act, the Securities Act, the Exchange Act, and the Communications Act (including filing an application with the FCC for the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, which the parties shall file as soon as practicable (and in any event not more than 30 days) after the date of this Agreement), in order to facilitate prompt consummation of the Merger and the other transactions contemplated by this Agreement. In addition, the Company and Evergreen will each use its best efforts, and will cooperate fully and in good faith with each other, (i) to comply as promptly as practicable with all governmental requirements applicable to the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, and (ii) to obtain as promptly as practicable all necessary permits, orders or other consents of Governmental Entities and consents of all third parties necessary for the consummation of the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, including without limitation, the consent of the FCC to the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, and the transfer of any FCC licenses in connection with the Viacom Transaction. Each of the Company and Evergreen shall use its best efforts to promptly provide such information and communications to Governmental Entities as such Governmental Entities may reasonably request. Each of the parties shall provide to the other party copies of all applications in advance of filing or submission of such applications to Governmental Entities in connection with this Agreement and shall make such revisions thereto as reasonably requested by such other party. Each party shall provide to the other party the opportunity to participate in all meetings and material conversations with Governmental Entities.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Company with respect to the Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Company is or will be party or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) filing of the Certificate of Merger, or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect.

  • Governmental Consents and Filings No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

  • Governmental and Third Party Consents Except for filings as necessary to perform disclosure obligations required by stock exchanges, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any third party on the part of each Purchaser is required in connection with the consummation of the transactions contemplated by this Agreement or any other agreement contemplated hereby.

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