Regulatory Approval Required Sample Clauses

Regulatory Approval Required. Assuming that (i) the Bonds are offered and sold as described in the Memorandum, (ii) the representations set forth in Section 6.1 (Purchase for Investment), Section 5.13 (Private Offering by the Company) and Section 6.3 (Status Under Securities Laws; Transfer Restrictions) of this Agreement are correct, and (iii) the information contained in the letter to be furnished by the Agents to the Company on the Closing Date regarding the extent and manner of the offering of the Bonds is correct, no consent of, approval or authorization by, filing or registration with, or notice to any governmental or public authority or agency is required for the issuance, sale or delivery of the Bonds or the execution, delivery or performance of this Agreement or the Mortgage by the Company, other than (x) the approval of the Missouri Public Service Commission (the “MPSC”) that has already been obtained and (y) the recordings or filings, in respect of the Lien of the Mortgage, required under the Mortgage.
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Regulatory Approval Required. Assuming the Bonds are offered and sold as described in the Private Placement Memorandum and that the representations set forth in Section 1.3 (Purchase for Investment) of this Agreement are correct, no consent of, approval or authorization by, filing, or registration with, or notice to any governmental or public authority or agency is required for the issuance, sale or delivery of the Bonds or the execution, delivery or performance of this Agreement or the Indenture by the Company, other than (a) the authorization of the DPUC, which authorization has been duly obtained, is in full force and effect, and has not been appealed, abrogated, modified, stayed or suspended and no subsequent appeal would, under applicable law, affect the validity or enforceability of the Bonds and (b) the recordings or filings, in respect of the Lien of the Indenture, required under the Indenture. The Company has furnished to your special counsel true, correct and complete copies of (i) said authorization and (ii) as requested by you, all applications, petitions, reports and other papers, and any amendments and supplements thereto (hereinafter in this Section 2.13 referred to collectively as "applications"), heretofore filed with or submitted to the DPUC by the Company in connection with its action to obtain said authorization. The applications did not contain, as of the respective dates of filing or submission thereof, any untrue or incorrect statements of material fact or omit to state any material fact necessary to make the statements contained therein not misleading. Prior to the Closing Date, the Company will furnish to your special counsel all subsequent applications, if any.
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Regulatory Approval Required. The parties hereto understand and agree that this Agreement is subject to the regulatory approval of the Tennessee Department of Financial Institutions, the Federal Deposit Insurance Corporation, and the Federal Reserve System and that in the event that the Bank is not granted a Certificate of Authority to do a banking business or in the event that the Executive does not receive regulatory approval to serve as an officer of the Bank, this Agreement shall be null and void and the only liability thereunder to the Bank shall be for salary earned during such time as the Executive is associated with the organizational group forming the Bank.
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Regulatory Approval Required. ‌ Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, applicable staff-level design review as outlined in Requirements for Licensee Equipment (Exhibit B to Pole License) or other planning, design, or aesthetic approval as required by the Walnut Creek Municipal Code (generally, a “Wireless Facility Permit”), applicable encroachment and building permits, other applicable City requirements, and implementing regulations and orders, if any. In obtaining all Regulatory Approvals and applicable permits, Licensee shall be responsible for paying any and all permit fees associated thereof separate and independent from this Master License and individual Pole Licenses.
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Regulatory Approval Required. The parties hereto understand and agree that this Agreement is subject to the approval of the Tennessee Department of Financial Institutions and the Federal Reserve System. In the event that such regulatory agencies shall not approve this Agreement, this Agreement shall be null and void.
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Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, applicable staff-level design review as outlined in Requirements for Licensee Equipment (Exhibit B to Pole License) and a Small Cell Attachment Permit as required by the South San Francisco Municipal Code or Zoning Code (generally, a “Small Cell Attachment Permit”), other applicable City requirements, and implementing regulations and orders, if any.
Sample 1
Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of any applicable encroachment permit approval as required by the San Leandro Municipal Code (generally, an “Encroachment” as said term is defined in San Leandro Municipal Code Chapter 5-1), other applicable City or outside agency requirements, and implementing regulations and orders, if any.
Sample 1
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Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, any applicable wireless facility permit, encroachment permit, or other planning, design, or aesthetic approval as required by the Citrus Heights Municipal Code (generally, a “Wireless Facility Permit”), other applicable City requirements, and implementing regulations and orders, if any.
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Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, any applicable wireless facility permit, encroachment permit, or other planning, design, or aesthetic approval as required by the Dublin Municipal Code (generally, a “Wireless Facility Permit”), other applicable City requirements, and implementing regulations and orders, if any.
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Related to Regulatory Approval Required

  • Required Regulatory Approvals Certain transactions required, permitted or otherwise contemplated by this Agreement may under certain circumstances require prior filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner. Such transactions include: (a) issuance or purchase of any additional capital stock of the Company or other securities convertible into or exchangeable or exercisable for capital stock of the Company pursuant to Sections 1.2 or 3.4; (b) transfer of Shares to a wholly owned subsidiary of a Shareholder, to another Shareholder or to a wholly owned subsidiary of another Shareholder pursuant to Sections 3.1(a) or 3.4; (c) exercise of preemptive rights by a Shareholder pursuant to Section 3.2; and (d) exercise of call rights by the Company or a Shareholder pursuant to Section 3.3 (including pursuant to the two provisos in Section 3.1(b)). Notwithstanding anything to the contrary contained in this Agreement, any such transactions requiring filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner shall not, to the extent within the control of a party hereto, be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained, and to the extent not within the control of an applicable party hereto, such party shall use best efforts to cause such transactions not to be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained.

  • Regulatory Approvals All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation.

  • Other Regulatory Approvals Each party hereto shall cooperate and use its reasonable best efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use all reasonable efforts to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the Offer and the Merger or the taking of any other action contemplated by this Agreement.

  • Approval Required This Agreement may not be amended without written consent of all of the Partners.

  • No Regulatory Approval By CenterState or Charter, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.

  • Governmental and Regulatory Approvals Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the transactions contemplated hereby shall have been obtained.

  • Statutory Approvals No declaration, filing or registration with, or notice to or authorization, consent or approval of, any federal, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or regulatory body (including a stock exchange or other self-regulatory body) or any other authority (each, a "Governmental Authority") is necessary for the execution and delivery of this Agreement by ITI or the consummation by ITI of the transactions contemplated hereby, except for those required under or in relation to (A) state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the Securities Act, (C) the Exchange Act of 1934, as amended (the "Exchange Act"), (D) the DGCL with respect to the filing of the Certificate of Merger, (E) the ITI Stockholders' Consent, and (F) such consents, approvals, order, authorizations, registrations, declarations and filings the failure to obtain, make or give which would reasonably be expected to have, in the aggregate, an ITI Material Adverse Effect (the "ITI Required Statutory Approvals"), it being understood that references in this Agreement to "obtaining" such ITI Required Statutory Approvals shall mean making such declarations, filings or registrations; giving such notice; obtaining such consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of law.

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