Golden Power Clearance definition
Golden Power Clearance means (i) the authorisation issued in an express way or by tacit consent (silenzio assenso), to the transactions contemplated hereunder by the Italian Prime Minister’s Office pursuant to the Golden Power Law for the purpose of completing the transactions contemplated by this agreement in relation to the Italian Shares, or, as the case may be, (ii) the order or measure by the Italian Prime Minister’s Office that, in response to the Golden Power Notification, confirms that the Golden Power Law is not applicable to the transactions contemplated by this agreement;
Golden Power Clearance means the Italian Government (or any authorized office or department thereof) having (i) authorized the transactions contemplated hereby (including, for the avoidance of doubt, the Italian Business Carve-Out, the sale of the NewCo Shares, the sale of the LNSM Shares and any other actions set out in clause 7 and Schedule 3 (Completion Arrangements)) and the related SGI’s corporate resolutions pursuant to the applicable Golden Power Regulations, including with the imposition of conditions or other requirements on the Purchaser or other members of the Purchaser Group or (ii) failed to notify SGI, the NewCo Purchaser or any of the parties with respect to the exercise of any of its powers under the Golden Power Regulations (including the imposition of conditions or other requirement, or the exercise of a veto, with respect to the transactions contemplated hereby and related corporate resolutions pursuant to the Golden Power Regulations) by the expiration of the term set forth in article 2, paragraphs 4 and 6, of Decree-Law No. 21 of March 15, 2012, as possibly extended thereunder or under article 2-ter thereof;
Golden Power Clearance has the meaning set forth in Clause 5.1(d);
Examples of Golden Power Clearance in a sentence
The Golden Power Clearance has been obtained pursuant to the Golden Power Law.
The Parties acknowledge that the Polish government may refuse Scinai SPV’s application for the Grant and/or may request or recommend that Scinai SPV resubmits the application for the Grant in light of the pending Golden Power Clearance (“Required Resubmission”) and in such situation resubmission by Scinai SPV of the application for the Grant is expected to occur until end of June 2025.
More Definitions of Golden Power Clearance
Golden Power Clearance means the Italian Government (or any authorized office or department thereof) having (i) authorized the transactions contemplated hereby (including, for the avoidance of doubt, the Italian Business Carve-Out, the sale of the NewCo Shares, the sale of the LNSM Shares and any other actions set out in clause 7, clause 9(B) and Schedule 3 (Completion Arrangements)) and the related SGI’s corporate resolutions pursuant to the applicable Golden Power Regulations, including with the imposition of conditions or other requirements on the Purchaser or other members of the Purchaser Group or (ii) failed to notify SGI, the NewCo Purchaser or any of the parties with respect to the exercise of any of its powers under the Golden Power Regulations (including the imposition of conditions or other requirement, or the exercise of a veto, with respect to the transactions contemplated hereby and related corporate resolutions pursuant to the Golden Power Regulations) by the expiration of the term set forth in article 2, paragraphs 4 and 6, of Decree-Law No. 21 of March 15, 2012, as possibly extended thereunder or under article 2-ter thereof;
Golden Power Clearance means the unconditional clearance, whether express or implied (due to expiry of the applicable review period, to the extent that it equals to a clearance pursuant to the Golden Power Law), from the Golden Power Authority under the Golden Power Law to complete the steps and elements of the acquisition of 100% of the Company’s share capital that might be relevant under the Golden Power Law, as applicable, it being comprised (but not limited to) by way of a resolution by the Golden Power Authority not to exercise its special powers, or, alternatively, the adoption of a resolution by the Golden Power Authority excluding the application of the Golden Power Law, adopted either at the end of the procedure set forth in the Golden Power Pre-Filing or in the Golden Power Filing.
Golden Power Clearance means the obtainment of the clearances, approvals and consents required to be obtained by the Buyer and by the Company pursuant to the Golden Power Law, each such decision approving, not opposing or confirming that the transactions contemplated hereunder do not fall within the scope of the Golden Power Law or do not constitute a prejudice for the national interests, or the lapse or termination (as appropriate) of any and all necessary waiting and time periods under the applicable Laws (when such lapse or termination equals consent), by the Golden Power Authority, in order to permit (i) the granting of the License and (ii) the Sellers and Buyer performing the Transaction.