PUC Approvals definition
Examples of PUC Approvals in a sentence
The FCC Approvals and the consents of any other Governmental Authority (other than the State PUC Approvals and the LFA Approvals), in each case as set forth in Section 6.1(d) of the Company Disclosure Schedule, shall have been granted and any conditions therein shall have been satisfied, and shall each be in full force and effect.
Other than obtaining the FCC/State PUC Approvals, each of Parent and the Purchaser is legally, financially and otherwise qualified under applicable Law (as in effect on the date hereof) to, as of the Closing Date, acquire control of the Company Communications Licenses and all assets and facilities authorized by the Company Communications Licenses.
The execution, delivery and performance by each of the Purchaser and Parent of this Agreement and the Ancillary Agreement to which the Purchaser is a party do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority, except (a) the pre-merger notification and waiting period requirements of the HSR Act and (b) the filing of the FCC/State PUC Filings, and receipt of any required FCC/State PUC Approvals.
Thereafter, the parties shall prosecute the applicable FCC/State PUC Filings with all reasonable diligence to obtain the requisite FCC/State PUC Approvals.
There are no facts known to Parent or the Purchaser, after due inquiry, that would disqualify either as the transferee of the Company Communications Licenses, and no waiver or exemption, whether temporary or permanent, of applicable Laws is necessary for the FCC/State PUC Approvals to be obtained.
Contingent Payment Right shall be automatically converted into the maximum number of Contingent Payment Right Shares that are permitted to be converted in light of any remaining State PUC Approvals that have not yet been received at such time (the “Transfer Cashless Conversion”, and any Pre-Stockholder Approval Cashless Conversion, State PUC Regulatory Approval Cashless Conversion, Transfer Cashless Conversion or Business Combination Cashless Conversion, a “Cashless Conversion”).
Except as set forth on Schedule 5.1.3 and except for the FCC Approvals and PUC Approvals the parties contemplate obtaining pursuant to Sections 6.2.3 and 6.2.4 of this Agreement, Buyer’s execution, delivery and performance of this Agreement and the Transaction Documents do not require authorization or approval of, or filing with, any Governmental Authority.
The consummation by ▇▇▇▇▇▇ and Merger Sub of the Transactions will not cause the Company or its Subsidiaries to be disqualified under the Communications Laws to hold the FCC Licenses, the State PUC Licenses and the Local Franchise Authority Licenses, provided that the FCC Approval, the State PUC Approvals and the Local Franchise Authority Approvals have been obtained.
The (i) State PUC Approvals and (ii) LFA Approvals, in each case as set forth in Section 6.2(e) of the Company Disclosure Schedule, shall have been granted and any conditions therein shall have been satisfied, and shall each be in full force and effect.
Each party shall use reasonable efforts not to (i) take any action that would, or (ii) fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC/State PUC Approvals.