Denial of Regulatory Approval. If the approval of any Governmental Authority required for consummation of the Merger and the other transactions contemplated hereby is denied by final, nonappealable action of such Governmental Authority; provided that the right to terminate this Agreement under this Section 8.1(d) shall not be available to any party whose failure to comply with any provision of this Agreement has been the cause of, or materially contributed to, the foregoing.
Denial of Regulatory Approval. By Parent or Purchaser on or after the date that at least one Required Governmental Approval in respect of each Remaining Target Business Segment has been subject to a written denial by action of each relevant Government Authority at least 60 SC1:3335029.3 days prior to such date and all avenues of appeal, if any, for each such Required Governmental Approval have been exhausted; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any Party if such Party is in material breach of its representations, warranties, agreements and covenants hereunder at the time it seeks to terminate this Agreement under this Section 9.1(d).
Denial of Regulatory Approval. If any regulatory application filed pursuant to Section 6.02 hereof should be finally denied or disapproved, and any Requisite Regulatory Approval not obtained, then this Agreement thereupon shall be deemed terminated and canceled; provided, however, that a request for additional information or undertaking by Mercantile or Mercantile Sub, as a condition for approval, shall not be deemed to be a denial or disapproval so long as Mercantile or Mercantile Sub diligently provides the requested information or undertaking. In the event an application is denied pending an appeal, petition for review or similar such act on the part of Mercantile or Mercantile Sub (hereinafter referred to as the “Appeal”), then the application will be deemed denied unless Mercantile prepares and timely files and continues to pursue an Appeal seeking the necessary approval.
Denial of Regulatory Approval. By either the Sellers’ Representative or the Purchasers’ Representative, by giving written notice of such termination to the other party if (i) (A) any Minimum Required Approval is denied by final, nonappealable action of the relevant Government Authority or (B) a Government Authority imposes a Burdensome Condition on the grant of any Minimum Required Approval and the imposition of such Burdensome Condition is final and nonappealable, or (ii) any Government Authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any Law or final, non-appealable Government Order that is in effect and prohibits or makes illegal the consummation of the transactions contemplated hereby; provided, however, that the right to effect a termination of this Agreement under this Section 9.1(c) (Termination of this Agreement) shall not be available to a party that is then in material breach of its representations, warranties, agreements or covenants hereunder;
Denial of Regulatory Approval. If any regulatory application filed pursuant to Section 7.2 should be finally denied or disapproved by the respective Governmental Entities, then this Agreement thereupon shall be deemed terminated and canceled; provided, however, that a request for additional information from or undertaking by Buyer, as a condition for approval, shall not be deemed to be a denial or disapproval so long as Buyer diligently provides the requested information or undertaking. Buyer shall make a good faith effort to respond in a timely manner to any requests made by Governmental Entities with respect to applications filed pursuant to Section 7.2. If any Governmental Entity requests that the respective application be withdrawn and Buyer, in consultation with Seller, cannot effectively respond to regulatory concerns which have been raised, then the applicable regulatory application shall be deemed to have been denied. In the event an application is denied pending an appeal, petition for review, or similar such act on the part of Buyer, then the application will be deemed denied unless Buyer prepares and timely files such appeal and continues the appellate process for purposes of obtaining the necessary approval.
Denial of Regulatory Approval. If any regulatory application filed pursuant to Section 5.01 hereof should be finally denied or disapproved by a regulatory authority, then this Agreement thereupon shall be deemed terminated and canceled; provided, however, that a request for additional information or undertaking by First Banks, as a condition for approval, shall not be deemed to be a denial or disapproval so long as First Banks diligently provides the requested information or undertaking. In the event an application is denied pending an appeal, petition for review or similar such act on the part of First Banks (hereinafter referred to as the "Appeal"), then the application will be deemed denied unless First Banks prepares and timely files an Appeal and continues the appellate process for purposes of obtaining the necessary approval.
Denial of Regulatory Approval. (A) If any Governmental Authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any Law or final, nonappealable Order which is in effect and prohibits or makes illegal the consummation of the Transactions or (B) any Requisite Regulatory Approval is denied by final, nonappealable action of the relevant Governmental Authority; provided, however, that the right to terminate this Agreement under this Section 8.01(b)(ii) shall not be available to any Party if such Party then is in material breach of its representations, warranties, agreements and covenants hereunder.
Denial of Regulatory Approval. By Cephalon or CIMA, if any Governmental Authority of competent jurisdiction shall have issued an order, judgment, decision, opinion, decree or ruling or taken any other action (which the party seeking to terminate shall have used its reasonable best efforts to resist, resolve, annul, quash, or lift, as applicable) permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and such order, decree, ruling or action shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 8.01(h) shall not be available to any party whose failure to comply with any provision of this Agreement has been the cause of, or materially contributed to, such action;
Denial of Regulatory Approval. If any regulatory application the approval of which is required in order for the transactions contemplated by this Agreement be consummated should be finally denied or disapproved by a regulatory authority, then this Agreement thereupon shall be deemed terminated and canceled; provided, however, that a request for additional information or undertaking by First Banks, FBA, Redwood or Newco as a condition for approval, shall not be deemed to be a denial or disapproval so long as such parties diligently provide the requested information or undertaking. In the event an application is denied pending an appeal, petition for review or similar such act on the part of First Banks, FBA, Redwood or Newco (hereinafter referred to as the "Appeal"), then the application will be deemed denied unless such party or parties prepares and timely files and continues to pursue an Appeal seeking the necessary approval.
Denial of Regulatory Approval. If any regulatory application filed pursuant to Section 6.01 should be finally denied or disapproved by a regulatory authority, then this Agreement shall be deemed terminated and canceled; provided, however, a request for additional information or undertaking by First Banks, as a condition for approval, shall not be deemed to be a denial or disapproval so long as First Banks diligently provides the requested information or undertaking. If any regulatory authority requests that an application be withdrawn and First Banks, in consultation with First State Bank and FCG, cannot effectively respond to or appeal any regulatory concerns, First Banks shall be deemed to have failed to obtain regulatory approval. In the event an application is denied pending an appeal, petition for review, or similar such act on the part of First Banks (hereinafter referred to as the "appeal") then the application will be deemed denied unless First Banks prepares and timely files such appeal and continues the appellate process for purposes of obtaining the necessary approval.
