Governmental Approvals Clause Samples

Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

Governmental Approvals. All governmental agencies, departments, bureaus, commissions and similar bodies, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation for the consummation by the Buyer of the transactions contemplated by this Agreement shall have consented to, authorized, permitted or approved such transactions.

Governmental Approvals. Except for the filing of any notice prior or subsequent to the Closing Date that may be required under applicable state and/or Federal securities laws (which if required, shall be filed on a timely basis), including the filing of a Form D and a registration statement or statements pursuant to Section 7.1 herein, no authorization, consent, approval, license, exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution or delivery of the Notes and the Warrants, or for the performance by the Company of its obligations under the Transaction Documents.

Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for such as have been made or obtained and are in full force and effect.

Governmental Approvals. (a) No later than ninety (90) days after the date of this Agreement, Seller shall cause Acquired Company to file with the State Regulator the PUC Transaction Notice on behalf of the Acquired Company and the Buyer. In addition, within ninety (90) days following the date hereof, Seller and Buyer will each file, or cause to be filed, with the Federal Trade Commission and the United States Department of Justice, Antitrust Division (together with the Federal Trade Commission, the “Federal Regulators”), any notifications required to be filed under the HSR Act with respect to the Transactions. (b) Seller and Buyer will, and will cause their respective Affiliates to, cooperate with each other and use reasonable best efforts to, as promptly as practicable, (x) prepare and file all necessary applications, notices, petitions, and filings, and execute all agreements and documents in connection with the PUC Transaction Notice, PUC Transaction Order, and HSR Approval and (y) obtain or otherwise comply with any conditions set forth in the PUC Transaction Order and HSR Approval. The Parties will cooperate in all communications, cooperations, and interactions with Governmental Entities regarding the Transactions. Buyer and Seller shall, and shall cause their Affiliates to, cooperate with each other and use their respective reasonable best efforts to, (A) furnish to the other Party such necessary information and reasonable assistance in connection with the preparation of such filings, (B) respond as soon as practicable to any requests for additional information or documents made in connection therewith by any Governmental Entity and (C) furnish any additional information, if any, requested by a Governmental Entity (including the State Regulator) in connection therewith pursuant to applicable Law. Notwithstanding the foregoing, any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.7(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient Party, and the recipient Party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors, or other Representatives of the recipient Party, unless express written permission is obtained in advance from the source of the materials. Seller and ▇▇▇▇▇ each will have the right to review in advance a...

Governmental Approvals. Except where the failure to obtain or make such authorization, consent, order, approval or action could not reasonably be expected to have a Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by, any Governmental Authority that are required to be obtained by the Borrower in connection with the grant of a security interest in the Collateral to the Administrative Agent hereunder or the due execution, delivery and performance by the Borrower of this Agreement or any other Transaction Document to which it is a party and the consummation by the Borrower of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been obtained or made and are in full force and effect.

Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or notice to, any Governmental Authority (other than those that have been, or on the Closing Date will be, obtained and are in full force and effect) is required to authorize or is required in connection with (a) the execution, delivery and performance of this Agreement or (b) the legality, validity, binding effect or enforceability of this Agreement.

Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Change; or

Governmental Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or any Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained.