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.
Required Regulatory Approvals. (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion.
Required Regulatory Approvals. The Required Regulatory Approvals shall have been obtained.
Required Regulatory Approvals. All authorizations, consents, orders and approvals of, and declarations and filings with, and all expirations of waiting periods imposed by, any Governmental Entity which, if not obtained in connection with the consummation of the transactions contemplated hereby, could reasonably be expected to have a Material Adverse Effect on the Company (collectively, “Required Regulatory Approvals”) shall have been obtained, have been declared or filed or have occurred, as the case may be, and all such Required Regulatory Approvals shall be in full force and effect.
Required Regulatory Approvals. Without limiting the generality of the undertakings pursuant to Section 7.7(a) above, each Party shall: (1) use all commercially reasonable efforts to (A) gather and obtain all necessary information to complete the filings, which shall be prepared and filed by Seller and/or Buyer, as required, seeking the Required Regulatory Approvals; and (B) consult with the other Party regarding any such filings, consider and incorporate all reasonable comments (if any) submitted by the other Party or its Representatives; and (2) prior to and during the pendency of any notice and approval or waiting period with respect to such filings, (A) consult with the other Party prior to providing any supplemental information to the applicable Governmental Authority and provide prompt written notice to the other Party of all communications from, and permit the other party to participate in any substantive discussions or meetings with, the applicable Governmental Authority that reasonably relates to or bears upon such filings, and (B) use reasonable efforts and act in good faith to expedite and obtain the Required Regulatory Approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to file all filings required by the FERC, and similar applications with any other applicable Governmental Authority whose approval is required in connection with the consummation of the purchase by Buyer of the Acquired Assets no later than fifteen (15) Business Days following the Execution Date. Each Party agrees that without the prior written consent of the other Party, it will not (1) extend any waiting period or withdraw its respective filings seeking the Required Regulatory Approvals, (2) enter into any agreement with any Governmental Authority agreeing not to consummate the transactions contemplated by this Agreement or (3) to the extent lawful, participate in any meetings with a Governmental Authority without giving the other Party the opportunity to participate.
Required Regulatory Approvals. Old Kent shall have received all such approvals, consents, authorizations, and licenses of all regulatory and other governmental and self-regulatory authorities having jurisdiction as may be required to permit the performance by CFSB and Old Kent of their respective obligations under this Plan of Merger and the consummation of the Merger, without the regulating authority's imposition of non-standard conditions on approval that are not reasonably acceptable to Old Kent.
Required Regulatory Approvals. There is no requirement on the part of the Purchaser or the Corporation to obtain any Regulatory Approval with any Governmental Authority in connection with the completion of the transactions contemplated by this Agreement other than those that may be required solely by reason of the Vendor’s (as opposed to any other third party’s) participation in the transactions contemplated by this Agreement.
Required Regulatory Approvals. All authorizations, consents, orders and approvals of, and declarations and filings with, and all expirations of waiting periods imposed by, any Governmental Entity (other than the FCC or the appropriate Governmental Entity under the HSR Act) which, if not obtained in connection with the consummation of the transactions contemplated hereby, could reasonably be expected to have a Material Adverse Effect on the Parent (collectively, "Parent Required Regulatory Approvals"), shall have been obtained, have been declared or filed or have occurred, as the case may be, and all such Parent Required Regulatory Approvals shall be in full force and effect.
Required Regulatory Approvals. Each of the Required Regulatory Approvals shall have been obtained at or prior to the Closing and shall be free of any material term, condition, restriction, imposed liability or other provision relating to any Seller Existing Assets and shall be in full force and effect. Section 7.5
Required Regulatory Approvals. The authorizations, consents, orders or approvals of, or declarations or filings with, and the expirations or terminations of waiting periods required from, any Governmental Authorities set forth in Section 6.01(b) of the Partnership Disclosure Schedule shall have been filed, have occurred or been obtained (all such permits, approvals, filings and consents and the expiration or termination of all such waiting periods being referred to as the “Required Regulatory Approvals”), and all such Required Regulatory Approvals shall be in full force and effect.
