Material Consent definition

Material Consent means a regulatory approval or consent which if not obtained would preclude the Transferee from carrying on the business of a dealer in any Province or Territory of Canada;

Material Consent means a consent, authorization or approval of the counterparty to the Contracts set forth on Schedule 4.3.

Material Consent means a Consent by a third Person (i) that if not obtained prior to the assignment of an Asset, (A) voids or nullifies (automatically or at the election of the holder thereof) the assignment, conveyance or transfer of such Asset, (B) terminates (or gives the holder thereof the right to terminate) any material rights in the Asset subject to such consent, or (C) requires payment of a fee or liquidated damages or (ii) that has affirmatively been denied in writing (except for any such consent that is otherwise waived in writing by Purchaser); provided, however, that “Material Consent” does not include (x) any consent or approval of Governmental Authorities customarily obtained after Closing or (y) any Consent which by its express terms cannot be unreasonably withheld, unless such Consent has been affirmatively denied in writing.

Examples of Material Consent in a sentence

• An Asset affected by a Material Consent or preferential right to purchase that is outstanding at Closing shall be referred to as an “Affected Asset”.

• Company may request permission for the use of the GPTW logo, and in doing so, should request to fill out and complete the “Use of Great Place to Work® Institute Materials Consent Agreement” (the “GPTW Material Consent Form”) downloadable at xxxx://xxx.xxxxxxxxxxxxxxxx.xx/images/documents/GPTW-Material-Consent-Form.docx.

• Buyer shall reasonably cooperate with Seller in obtaining any Material Consent, including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such Material Consent.

• If such Material Consent is obtained on or before the Final Settlement Date, Seller shall convey the Affected Asset to Buyer effective as of the Effective Time and Buyer shall pay Seller the Allocated Value of the Affected Asset, in accordance with the terms and conditions of this Agreement.

• If prior to Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign or materially affect the value or use of the Asset (a “Material Consent”) and the failure to obtain such Material Consent has not been waived by Buyer, then Seller shall retain the Affected Asset and the Purchase Price shall be reduced by the Allocated Value of the Affected Asset.

More Definitions of Material Consent

Material Consent has the meaning specified in Section 5.9(a).

Material Consent means a consent by a third Person that if not obtained prior to the assignment of an Asset, (a) voids or nullifies (automatically or at the election of the holder thereof) the assignment, conveyance or transfer of such Asset, (b) terminates (or gives the holder thereof the right to terminate) any material rights in the Asset subject to such consent, or (c) requires payment of a fee; provided, however, that “Material Consent” does not include any consent which by its terms cannot be unreasonably withheld.

Material Consent means a consent by a third Person (i) that if not obtained prior to the assignment of an Asset, (A) voids or nullifies (automatically or at the election of the holder thereof) the assignment, conveyance or transfer of such Asset, (B) terminates (or gives the holder thereof the right to terminate) any material rights in the Asset subject to such consent, or (C) requires payment of a fee or liquidated damages or (ii) that has affirmatively been denied in writing (except for any such consent that is otherwise waived in writing by Purchaser); provided, however, that “Material Consent” does not include (x) any consent or approval of Governmental Authorities customarily obtained after Closing or (y) any consent which by its express terms cannot be unreasonably withheld, even if such consent has been affirmatively denied in writing.

Material Consent means any Consent (i) needed in connection with the Real Property Leases or the Contracts listed on Schedule 2.1(I) or (ii) of which the failure to obtain could reasonably be expected to have a Material Adverse Effect.

Material Consent the consent, waiver or authorization of, or filing with, any Person the lack of which reasonably could be expected to result in (a) material liability to the Offeror or the Purchaser if a purchase of TCI Shares by Xxxxxx or TCI pursuant to Article III is consummated or (b) either the Offeror or the Purchaser being deprived of all or a material part of the benefits incident to the purchase and sale of TCI Shares pursuant to Article III.

Material Consent has the meaning set forth in Section 3.06(a).

Material Consent means in relation to an Obligor, any approval, authorisation, consent, exemption, licence, permission or registration by, of or from any governmental or regulatory or other authority or person necessary or appropriate for (i) the carrying on by it of its business and (ii) the execution, delivery and performance of any Finance Document and the use of the Facilities;