Common use of Necessary Governmental Clause in Contracts

Necessary Governmental. Authorizations and Consents; Expiration of Waiting Periods, Etc. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Related Agreements and the continued operation of the business conducted by Company and its Subsidiaries, giving effect to the consummation of the Acquisition, and each of the foregoing shall be in full force and effect, in each case other than those the failure to obtain or maintain which would not reasonably be expected to have a Material Adverse Effect. All applicable Xxxx- Xxxxx-Xxxxxx and other similar antitrust or anti-merger waiting periods shall have expired without any action being taken or threatened by any competent governmental authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Appears in 1 contract

Samples: Security Agreement (Arterial Vascular Engineering Inc)

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Necessary Governmental. Authorizations and ConsentsAUTHORIZATIONS AND CONSENTS; Expiration of Waiting PeriodsEXPIRATION OF WAITING PERIODS, EtcETC. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the AcquisitionRecapitalization, the other transactions contemplated by the Loan Documents and the Related Agreements Agreements, and the continued operation of the business conducted by Company Borrower and its Subsidiaries, giving effect Subsidiaries in substantially the same manner as conducted prior to the consummation of the AcquisitionRecapitalization, and each of the foregoing shall be in full force and effect, in each case other than those the failure to obtain or maintain which would which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All applicable Xxxx- Xxxxx-Xxxxxx and other similar antitrust or anti-merger waiting periods shall have expired without any action being taken or threatened by any competent governmental authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition Recapitalization or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Appears in 1 contract

Samples: Company Credit Agreement (Wj Communications Inc)

Necessary Governmental. Authorizations and Consents; Expiration of Waiting Periods, Etc. Company Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are reasonably necessary in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Related Agreements and the continued operation of the business conducted by Company Borrower and its Subsidiaries, giving effect Subsidiaries in substantially the same manner as conducted by Borrower prior to the consummation of the Acquisition, and each of the foregoing Closing Date. Each such Governmental Authorization or consent shall be in full force and effect, except in each a case other than those where the failure to obtain or maintain which would a Governmental Authorization or consent, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. All applicable Xxxx- Xxxxx-Xxxxxx and other similar antitrust or anti-merger waiting periods shall have expired without any action being taken or threatened by any competent governmental authority which that would restrain, prevent or otherwise impose adverse conditions on the Acquisition or transactions contemplated by the financing thereofLoan Documents. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency Government Authority to take action to set aside its consent on its own motion shall have expired.

Appears in 1 contract

Samples: Credit Agreement (Central Garden & Pet Company)

Necessary Governmental. Authorizations and ConsentsAUTHORIZATIONS AND CONSENTS; Expiration of Waiting PeriodsEXPIRATION OF WAITING PERIODS, EtcETC. Company shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the AcquisitionTender Offer and the Merger, the other transactions contemplated by the Loan Documents and the Related Agreements Agreements, and the continued operation of the business conducted by Company Milgray and its Subsidiaries, giving effect Subsidiaries in substantially the same manner as conducted prior to the consummation of the AcquisitionTender Offer and the Merger, and each of the foregoing shall be in full force and effect, in each case other than those the failure to obtain or maintain which which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All applicable Xxxx- Xxxxx-Xxxxxx and other similar antitrust or anti-merger waiting periods shall have expired without any action being taken or threatened by any competent governmental authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition Tender Offer or the Merger or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Appears in 1 contract

Samples: Credit Agreement (Bell Industries Inc)

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Necessary Governmental. Authorizations and ConsentsAUTHORIZATIONS AND CONSENTS; Expiration of Waiting PeriodsEXPIRATION OF WAITING PERIODS, EtcETC. Company Borrowers shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the Acquisition, the other transactions contemplated by the Loan Documents and the Related Agreements Documents, and the continued operation of the business conducted by Company Borrowers and its Subsidiaries, giving effect to their Subsidiaries in substantially the consummation of the Acquisitionsame manner as currently conducted, and each of the foregoing shall be in full force and effect, in each case other than those the failure to obtain or maintain which would which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All applicable Xxxx- Xxxxx-Xxxxxx and other similar antitrust or anti-merger waiting periods shall have expired without any action being taken or threatened 69 CREDIT AGREEMENT by any competent governmental authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the financing thereoffinancing. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

Appears in 1 contract

Samples: Credit Agreement (La Quinta Corp)

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