Required Government Consents definition

Required Government Consents has the meaning set forth in Section 6.4 hereof.
Sample 1
Required Government Consents. Section 9.04 "Returns" Section 6.15(a) "Revolving Credit Facility" Section 3.03(a) "Section 8.08 Notice" Section 8.08 "Senior Subordinated Notes" Section 12.02(b) "Series A Preferred" Section 6.01 "Stockholder" Section 3.01 "Subsidiaries" Section 6.02 "Subsidiary" Section 6.02 "Surviving Corporation" Preamble "Taxes" Section 6.15(f) "Title Documents" Section 6.06(b) "to the Company's knowledge" or Section 12.02(a) "to the knowledge of the Company" "to Purchaser's knowledge" or Section 12.02(a) "to the knowledge of Purchaser" AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of September 18, 1996, is made by and between The Xxxxxxx Xxxxxx Company, a Massachusetts corporation (the "Company") and TWCC Acquisition Corp., a Massachusetts corporation ("Purchaser"). The Boards of Directors and stockholders of the Company and Purchaser deem it advisable and in the best interests of each such corporation and its respective stockholders to cause the merger of Purchaser with and into the Company (the "Merger") upon the terms and conditions set forth herein and in accordance with the General Laws of the Commonwealth of Massachusetts (the "Corporation Law"). (Purchaser and the Company being hereinafter sometimes referred to as the "Constituent Corporations" and the Company, following the effectiveness of the Merger, as the "Surviving Corporation".)
Sample 1
Required Government Consents is defined in Section 4.4.
Sample 1

Examples of Required Government Consents in a sentence

  • Seller shall deliver to Buyer copies of all Required Contract Consents and all Required Government Consents.

  • Seller shall deliver to Purchaser copies of all Required Contract Consents and all Required Government Consents.

  • All Required Government Consents and Required Contract Consents shall have been obtained.

  • Subject to obtaining the Seller Required Government Consents and any other required third party consents, each of which is set forth in Section 3.1(q) of the Seller Disclosure Schedule the Seller has the authority and right to transfer the Purchased Assets and the Water Systems to the Buyer, except where such failure to transfer would not individually or in the aggregate, have or reasonably be expected to have, a Material Adverse Effect on the seller of the Purchased Assets.

  • Seller shall deliver to Purchaser copies of all Required Contract Consents and all Required Government Consents which have been obtained.

  • Subject to obtaining the Seller Required Government Consents, the Seller has the authority and right to transfer the Permits to the Buyer.

  • This Agreement and the transactions contemplated hereby shall have received all Required Government Consents and other consents or approvals from third parties (including lenders, licensees and lessors) required to consummate the transactions contemplated hereby which, either individually or in the aggregate, if not obtained would have a Material Adverse Effect.

  • The ownership and operation of the Assets and Business from and after the Closing Date, except for Losses that arise from Purchaser’s operation of the Business after Closing due to the failure of Seller to obtain the Required Government Consents or the Required Contract Consents before Closing.

  • All of the Authorizations are in full force and effect, and, to the best of Seller's knowledge, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement, except to the extent any such Authorizations are transferable only upon receipt of the Required Government Consents.

  • All governmental approvals, authorizations, certifications, consents, variances, permissions, licenses, and permits to or from, or filings, notices, or recordings to or with, federal, state, and local governmental authorities (the "Authorizations"), but subject, as to the reassignability to Buyer, to the procurement of the Required Government Consents (listed in Schedule 4.4).


More Definitions of Required Government Consents

Required Government Consents shall have the meaning ascribed to such term in Section 7.1(f).
Sample 1

Related to Required Government Consents

  • Required Governmental Approvals means the Company Required Governmental Approvals and the Parent Required Governmental Approvals.

  • Government Approvals means all permits, licenses, authorisations, consents, clearances, decrees, waivers, privileges, approvals from and filing with government instrumentalities necessary for the development, construction and operation of the Work.

  • Government Authorizations means all such approvals, consents, authorizations, acknowledgements, licenses or permits required to be issued by any Government Authority to the Company for the establishment of the Company or to the Company or the Contractors for the construction, financing, ownership, operation, and maintenance of the Facility by the Company or the Contractors, including, without limitation, those Government Authorizations listed in Schedule 1;

  • Government Authorities means, without limitation, all Government departments and agencies with responsibility for the import and export of goods, the collection of revenue on the import and export of goods and the transport of those goods to include, without limitation, Customs, AQIS, the ATO and the RSA;

  • Governmental Consents has the meaning set forth in Section 3.5.

  • Government Approval means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or license of, from or with any Governmental Authority, the giving notice to, or registration with, any Governmental Authority or any other action in respect of any Governmental Authority.

  • Governmental Antitrust Authority has the meaning set forth in Section 5.11(b).

  • Relevant Governmental Body means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

  • Local governmental entity means a county, municipality, school district, junior college district, or other political subdivision of this state or a local government corporation, board, commission, district, or authority to which a member is appointed by the commissioners court of a county, the mayor of a municipality, or the governing body of a municipality. The term does not include an association, corporation, or organization of governmental entities organized to provide to its members education, assistance, products, or services or to represent its members before the legislative, administrative, or judicial branches of the state or federal government.

  • Applicable Governmental Authority means the FERC within the United States and the appropriate governmental authority with subject matter jurisdiction over reliability in Canada and Mexico.

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Government Agencies means any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Facility operated thereon.

  • Applicable Insurance Regulatory Authority means the insurance department or similar insurance regulatory or administrative authority or agency of the jurisdiction in which the Company is domiciled.

  • Governmental Authorities means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Government Entities means collectively, the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government, including any court, in each case having jurisdiction over the Company.

  • Necessary Consents means all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use;

  • Government agreement has the meaning given in the Government Agreements Xxx 0000 (WA);

  • Governmental Entities has the meaning ascribed to it in the Purchase Agreement.

  • Governmental Bar Date means the date established pursuant to the Bar Date Order by which Proofs of Claim of Governmental Units must be Filed.

  • Governmental Authority(ies) means any federal, state or local government, and political subdivision(s) thereof, and any entity(ies) exercising executive, legislative, judicial, regulatory or administrative functions having or pertaining to government.

  • Governmental Authorization means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

  • Government Order means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling or writ of any arbitrator, mediator, tribunal, administrative agency or Government Authority.