Significant Required Governmental Approval definition

Significant Required Governmental Approval means any approval or clearance (other than the approval or clearance set forth in Section I of the Company Disclosure Letter) required to be obtained by the Buyer, the Acquisition Sub or the Company from any Governmental Entity in order to permit the acceptance for payment of Shares tendered pursuant to the Offer or the ownership and operation of the Company by the Buyer; provided, however, that any such approval or clearance shall not be deemed to be a “Significant Required Governmental Approval” unless the acceptance for payment of Shares tendered pursuant to the Offer or the ownership and operation of the Company by the Buyer without first obtaining such approval or clearance would have or would be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect or a Company Material Adverse Effect.
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Significant Required Governmental Approval means any clearances, consents, approvals, orders and authorizations of any Governmental Entity or that Parent reasonably determines in good faith to be necessary or appropriate to consummate the transactions contemplated by the Agreement (including the Offer and the Merger). Furthermore, Acquisition Sub shall not be required to accept for payment, and (subject to the rules and regulations of the SEC) shall not be obligated to pay for, any Company Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 1.1(d) of the Agreement) and before acceptance of such Company Shares for payment, any of the following circumstances exists:
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Significant Required Governmental Approval means any approval or clearance required to be obtained by Parent, Acquisition Sub or the Company from any Governmental Entity to permit the acceptance for payment of Company Shares tendered pursuant to the Offer and the acquisition of Company Shares pursuant to the Merger; provided, however, that any such approval or clearance shall not be deemed to be a “Significant Required Governmental Approval” unless the acceptance for payment of Company Shares tendered pursuant to the Offer without first obtaining such approval or clearance would reasonably be expected to materially and adversely impair the benefits expected to be derived by Parent from the transactions contemplated hereby. Furthermore, notwithstanding any other provision of the Agreement, Acquisition Sub shall not be required to accept for payment, and (subject to the rules and regulations of the SEC) shall not be obligated to pay for, and may delay the acceptance for payment of, any Company Shares validly tendered and not withdrawn pursuant to the Offer (and not theretofore accepted for payment or paid for), and to the extent permitted by the Agreement, may terminate or amend the Offer, if any of the following additional conditions shall not be satisfied or have been waived in writing by Parent:
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Examples of Significant Required Governmental Approval in a sentence

  • In addition, the Purchaser shall not be required to accept for payment or pay for any validly tendered Shares if, prior to the expiration of the Offer (as it may be extended pursuant to the Merger Agreement): (1) the applicable waiting period under the HSR Act has not expired or been terminated; or (2) any Significant Required Governmental Approval shall not have been obtained.


More Definitions of Significant Required Governmental Approval

Significant Required Governmental Approval means any approval or clearance required to be obtained by Parent, Acquisition Sub or the Company from any Governmental Body, or satisfaction of any required waiting period, in order to permit the acceptance for payment of Company Shares tendered pursuant to the Offer, the consummation of the Merger and the other transactions contemplated by the Agreement. Furthermore, Acquisition Sub shall not be obligated to accept for payment, and (subject to the rules and regulations of the SEC) shall not be obligated to pay for, any Company Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) and subject to the terms of the Merger Agreement, may delay the acceptance for payment of or payment for Company Shares, unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 1.1(d) of the Agreement) and before acceptance of such Company Shares for payment:
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Significant Required Governmental Approval means any approval or clearance required to be obtained by VTech, the Purchaser or LeapFrog from any governmental body, or satisfaction of any required waiting period, in order to permit the acceptance for payment of Shares tendered pursuant to the Offer, the consummation of the Merger and the other transactions contemplated by the Merger Agreement. In addition, the Purchaser will not be obligated to accept for payment, and (subject to the rules and regulations of the SEC) will not be obligated to pay for, any Shares tendered pursuant to the Offer (and not accepted for payment or paid for) and subject to the terms of the Merger Agreement, may delay the acceptance for payment of or payment for Shares, unless, prior to the expiration of the Offer (as it may have been extended pursuant to the Merger Agreement) and before acceptance of such Shares for payment:•
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Related to Significant Required Governmental Approval

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

  • Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

  • Environmental Approval means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Relevant Ship required under any Environmental Law;

  • Governmental Approvals means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

  • Environmental Approvals means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

  • Final Approval means the Court’s order granting final approval of the Settlement.

  • Governmental Requirement means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Environmental Authorization Any license, permit, order, approval, consent, notice, registration, filing or other form of permission or authorization required under any Environmental Law.

  • Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.

  • Governmental Permit means any license, franchise, permit or other authorization of any Governmental Authority.

  • Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower or any Subsidiary required by any Environmental Requirement.

  • Required Permits shall have the meaning set forth in Section 6.24.

  • Environmental Permit means any permit, approval, identification number, license or other authorization required under any Environmental Law.

  • Final permit means the version of a permit issued by the Department that has completed all review procedures required by Chapter 14, and for a Class I permit, Chapter 13.

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

  • Material Consents as defined in Section 7.3.

  • Regulatory Permits means all Permits granted by the FDA or any comparable Governmental Entity to the Company or any of its Subsidiaries, including investigational new drug applications, Biologics License Applications, manufacturing approvals and authorizations, clinical trial authorizations and ethical reviews, or their national or foreign equivalents.

  • Required Consent has the meaning set forth in Section 4.4.

  • Special Approval means approval by a majority of the members of the Conflicts Committee.

  • Governmental Action means any authorization, application, approval, consent, exemption, filing, license, notice, registration, permit or other requirement of, to or with any Governmental Authority.

  • Required Permit means a Permit (a) issued or required under Laws applicable to the business of Borrower or any of its Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under Laws applicable to the business of Borrower or any of its Subsidiaries or any Drug Application (including without limitation, at any point in time, all licenses, approvals and permits issued by the FDA or any other applicable Governmental Authority necessary for the testing, manufacture, marketing or sale of any Product by any applicable Borrower(s) as such activities are being conducted by such Borrower with respect to such Product at such time), and (b) issued by any Person from which Borrower or any of their Subsidiaries have received an accreditation.

  • Governmental Requirements means all judgments, orders, writs, injunctions, decrees, awards, laws, ordinances, statutes, regulations, rules, franchises, permits, certificates, licenses, authorizations and the like and any other requirements of any government or any commission, board, court, agency, instrumentality or political subdivision thereof.

  • Governmental Permits has the meaning specified in Section 5.8.