Common use of Approvals, Etc Clause in Contracts

Approvals, Etc. (a) On or prior to the Showboat Merger Effective Date, (i) all necessary governmental (domestic and foreign) and third party approvals and consents (including, in any event, (x) all required Gaming Authority approvals and consents and (y) all shareholder and board of director approvals and consents) required in connection with the Showboat Merger and the other components of the Transaction that are to occur on or after such date and otherwise referred to herein or therein shall have been obtained and remain in full force and effect (other than any approvals not then required to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations), and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction that are to occur on or after such date or otherwise referred to herein or therein and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction that are to occur on or after such date or otherwise referred to herein or therein. (b) On or prior to the Showboat Merger Effective Date, the Administrative Agent shall be satisfied that, except as obtained pursuant to Section 5A.09, no other New Jersey, Nevada, Illinois, Indiana or other gaming license, authorization, qualification, waiver or exemption of the Banks is required on or prior to the Showboat Merger Effective Date by reason of this Agreement or the other Documents. The Administrative Agent also shall be satisfied in its discretion with any conditions or

Approvals, Etc. (a) On or prior to the Showboat Merger Second Restatement Effective Date, (i) all necessary governmental (domestic and foreign) and third party approvals and consents (including, in any event, (x) all required Gaming Authority approvals and consents and consents, (y) all shareholder and board of director approvals and consentsconsents and (z) all approvals and consents (if any) required under Parent's and the Company's guaranty of the Cherokee Casino financing and the proposed Jazz Casino financing) required in connection with the Showboat Merger transactions contemplated by this Agreement and the other components of the Transaction that Credit Documents which are to occur on or after such date by the Second Restatement Effective Date and otherwise referred to herein or therein shall have been obtained and remain in full force and effect (other than any approvals not then required to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations), and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction that are to occur on or after such date transactions or otherwise referred to herein or therein and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger transactions contemplated by this Agreement or such the other components of the Transaction that Credit Documents which are to occur on or after such date by the Second Restatement Effective Date or otherwise referred to herein or therein. (b) On or prior to the Showboat Merger Second Restatement Effective Date, the Administrative Agent shall have received evidence that the Banks are qualified under the New Jersey Gaming Regulations as financial sources or qualifiers, or are exempt or waived therefrom, and shall be satisfied that, except as obtained pursuant to Section 5A.09, that no other New Jersey, Nevada, Illinois, Indiana Nevada or other gaming license, authorization, qualification, waiver or exemption of the Banks is required on or prior to the Showboat Merger Second Restatement Effective Date by reason of this Agreement or the other DocumentsAgreement. The Administrative Agent also shall be satisfied in its discretion with any conditions oror requirements imposed by the New Jersey, Nevada or other relevant Gaming Authorities upon the Banks, this Agreement, the other Documents or the Transaction. (c) On or prior to the Second Restatement Effective Date, Parent, its shareholders and Subsidiaries shall have received any qualifications required under applicable Gaming Regulations in connection with this Agreement and the other Credit Documents, and the Borrowers and the Guarantors shall have received all other approvals, authorizations or consents of, or notices to or registrations with any governmental body and required releases and consents from other appropriate Persons (including, without limitation, the shareholders of Parent) in connection with this Agreement and the other Credit Documents and shall have provided copies or other satisfactory evidence of all approvals, authorizations or consents referred to above to the Administrative Agent.

Approvals, Etc. 16.1 Save as disclosed in the Prospectus and the PRC legal opinion issued by the Company’s PRC Legal Adviser, each of the members of the Group has and is maintaining all Approvals issued by the appropriate and authorised national, provincial, municipal, local or foreign regulatory bodies or agencies necessary for its establishment and operation in the jurisdictions wherein it was incorporated or established or its major business is conducted and to enable it to carry on all parts of its businesses as stated in the Prospectus and is not in material breach of any provisions of any Law governing such Approvals or terms and conditions thereof and none is subject to revocation or withdrawal or (aexcept to an immaterial extent) On amendment and the Warrantors are not aware of any reasonably foreseeable ground why any such revocation, withdrawal or prior to amendment should occur. To the Showboat Merger Effective Datebest of the knowledge and belief of the Warrantors, (i) all necessary governmental (domestic such Approvals were given on the basis of proper and foreign) adequate disclosure and third party approvals none of the members of the Group is in material breach of the terms and consents (includingconditions of any of their respective Approvals, in any event, (x) all required Gaming Authority approvals and consents and (y) all shareholder authorisations and board of director approvals none thereof is subject to revocation or withdrawal and, as far as the Company is aware, there are no circumstances existing which might reasonably result in the revocation or withdrawal or any conditions attached thereto being materially and consents) required in connection with adversely altered. 16.2 The Approvals obtained for the Showboat Merger and the other components adoption of the Transaction that are to occur on or after such date and otherwise referred to herein or therein shall articles of association of the Company have been obtained and remain such Approvals are valid and binding, granted to the correct entity and in full force and effect (other than any approvals not then required to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations)effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrainswere given on the basis of proper and adequate disclosure, prevents or imposes materially adverse conditions upon the consummation and there is no material breach of the Showboat Merger provisions of any law or regulations governing such other components Approvals nor is there any reason why such Approvals should be withdrawn or cancelled or any conditions attached thereto adversely affected. 16.3 The proposed plans as set forth in the section headed “Future Plans and Use of Proceeds” in the Prospectus do not violate any law or Approval to which any member of the Transaction that are to occur on or after such date or otherwise referred to herein or therein Group is subject and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionallythere does not exist, there shall not exist nor is any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger Warrantors or such other components their directors aware of, any circumstance which would prevent any member of the Transaction that are to occur on or after such date or otherwise referred to herein or therein. (b) On or prior to the Showboat Merger Effective Date, the Administrative Agent shall be satisfied that, except as obtained pursuant to Section 5A.09, no other New Jersey, Nevada, Illinois, Indiana or other gaming license, authorization, qualification, waiver or exemption Group from obtaining any of the Banks is required on or prior to Approvals necessary for carrying out such plans as set forth in the Showboat Merger Effective Date by reason said section of this Agreement or the other Documents. The Administrative Agent also shall be satisfied in its discretion with any conditions orProspectus.

Approvals, Etc. (a) On or prior to the Showboat Merger Effective Initial Borrowing Date, (i) all necessary governmental (domestic and foreign) and third party approvals and consents (including, in any event, (x) all required Gaming Authority approvals and consents and (y) all shareholder and board of director approvals and consents) required in connection with the Showboat Merger Transaction and the other components of transactions contemplated by this Agreement and the Transaction that other Credit Documents which are to occur on or after such date by the Initial Borrowing Date and otherwise referred to herein or therein shall have been obtained and remain in full force and effect (other than any approvals not then required to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations), and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such Transaction and the other components of the Transaction that are to occur on or after such date or otherwise referred to herein or therein transactions contemplated by this Agreement and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger Transaction or such the other components of transactions contemplated by this Agreement or the Transaction that other Credit Documents which are to occur on or after such date or otherwise referred to herein or thereinby the Initial Borrowing Date. (b) On or prior to the Showboat Merger Effective Initial Borrowing Date, the Administrative Agent shall be satisfied that, except as obtained pursuant to Section 5A.09, no other New Jersey, Nevada, Illinois, Indiana or other gaming license, authorization, qualification, waiver or exemption of the Banks is required on or prior to the Showboat Merger Effective Date by reason of this Agreement or the other Documents. The Administrative Agent also shall be satisfied in its discretion with any conditions oror requirements imposed by the Missouri, Nevada, Mississippi, Colorado and Iowa or other relevant Gaming Authorities upon the Lenders, this Agreement, the other Credit Documents or the Transaction not disclosed to the Lenders prior to the Effective Date. (c) On or prior to the Initial Borrowing Date, the Borrower and its Subsidiaries shall have received any approvals or qualifications required under applicable Gaming Regulations in connection with this Agreement and the other Credit Documents to be obtained prior to the Initial Borrowing Date, and the Borrower and the Subsidiary Guarantors shall have received all other approvals, authorizations or consents of, or notices to or registrations with any governmental body and required releases and consents from other appropriate Persons (including, without limitation, the shareholders of the Borrower) in connection with this Agreement and the other Credit Documents and shall have provided copies or other satisfactory evidence of all approvals, authorizations or consents referred to above to the Administrative Agent to the extent available.

Approvals, Etc. The Company shall take all action necessary, in accordance with applicable law and its Certificate of Incorporation and By-laws, to convene a meeting of its shareholders (athe "COMPANY SHAREHOLDER MEETING") On or prior as promptly as reasonably practicable after the date on which the definitive Company Proxy Statement has been mailed to the Showboat Merger Effective DateCompany's shareholders for the purpose of considering and approving the issuance of Common Stock upon conversion of the Debentures pursuant to this Agreement and the debentures issued pursuant to the Other Purchase Agreement. Subject to the fiduciary duties of the Board of Directors of the Company, the Board of Directors of the Company will recommend that holders of Common Stock vote in favor of the approval of this Agreement at the Company Shareholder Meeting. In connection with such meeting, the Company (i) will as promptly as practicable prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all necessary governmental (domestic and foreign) and third party approvals and consents (including, in any eventother proxy materials for such meeting, (xii) all required Gaming Authority subject to the fiduciary duties of the Board of Directors of the Company, will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and consents the transactions contemplated hereby and (yiii) will otherwise comply with all shareholder legal requirements applicable to such meeting. The Company will provide you with a copy of the preliminary proxy statement and board of director approvals all modifications thereto prior to filing or delivery to the SEC and consents) required will consult with you in connection therewith. The Company will notify you promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information and will supply you with copies of all written correspondence between the Showboat Merger Company or any of its representatives, on the one hand, and the SEC or its staff, on the other components of the Transaction that are to occur on or after such date and otherwise referred to herein or therein shall have been obtained and remain in full force and effect (other than any approvals not then required to be obtained hand, with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations), and all applicable waiting periods shall have expired without Company Proxy Statement or this Agreement. If at any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction that are to occur on or after such date or otherwise referred to herein or therein and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction that are to occur on or after such date or otherwise referred to herein or therein. (b) On or time prior to the Showboat Merger Effective DateCompany Shareholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Administrative Agent shall be satisfied that, except as obtained pursuant Company will promptly prepare and mail to Section 5A.09, no other New Jersey, Nevada, Illinois, Indiana its shareholders such an amendment or other gaming license, authorization, qualification, waiver or exemption of the Banks is required on or prior to the Showboat Merger Effective Date by reason of this Agreement or the other Documents. The Administrative Agent also shall be satisfied in its discretion with any conditions orsupplement.

Approvals, Etc. (a) On or prior to the Showboat Merger Effective Date, Date (i) all necessary governmental (domestic and foreign) and third party approvals and consents (including, in any event, (x) all required Gaming Authority approvals and consents and (y) all shareholder and board of director approvals and consents) required in connection with the Showboat Merger and the other components of the Transaction that are to occur on or after such date and otherwise referred to herein or therein shall have been obtained and remain in full force and effect (other than any approvals not then required to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations), and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such other components component of the Transaction that are is to occur on or after such date or otherwise referred to herein or therein and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger or such other components component of the Transaction that are is to occur on or after such date or otherwise referred to herein or therein. (b) On or prior to the Showboat Merger Effective Date, the Administrative Agent shall be satisfied that, except as obtained pursuant to Section 5A.094A.09, no other New Jersey, Nevada, Illinois, Indiana or other gaming license, authorization, qualification, waiver or exemption of the Banks is required on or prior to the Showboat Merger Effective Date by reason of this Agreement or the other Documents. The Administrative Agent also shall be satisfied in its discretion with any conditions oror requirements imposed by the New Jersey, Nevada, Illinois or Indiana or other relevant Gaming Authorities upon the Banks, this Agreement, the other Documents or the Transaction. (c) On or prior to the Showboat Merger Effective Date, Parent, its shareholders and Subsidiaries and Showboat and its Subsidiaries shall have received any qualifications required under applicable Gaming Regulations in connection with the Showboat Merger and the other components of the Transaction that are to occur on or after such date, and the Borrowers, the Guarantors and Showboat and its Subsidiaries shall have received all other approvals, authorizations or consents of, or notices to or registrations with any governmental body and required releases and consents from other appropriate Persons (including, without limitation, the shareholders of Parent) in connection therewith and shall have provided copies or other satisfactory evidence of all approvals, authorizations or consents referred to above to the Administrative Agent.

Approvals, Etc. (a) On or prior to the Showboat Merger First Restatement Effective Date, (i) all necessary governmental (domestic and foreign) and third party approvals and consents (including, in any event, (x) all required Gaming Authority approvals and consents and consents, (y) all shareholder and board of director approvals and consentsconsents and (z) all approvals and consents (if any) required under Parent's and the Company's guaranty of the Cherokee Casino financing and the proposed Jazz Casino financing) required in connection with the Showboat Merger transactions contemplated by this Agreement and the other components of the Transaction that Credit Documents which are to occur on or after such date by the First Restatement Effective Date and otherwise referred to herein or therein shall have been obtained and remain in full force and effect (other than any approvals not then required to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations), and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction that are to occur on or after such date transactions or otherwise referred to herein or therein and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger transactions contemplated by this Agreement or such the other components of the Transaction that Credit Documents which are to occur on or after such date by the First Restatement Effective Date or otherwise referred to herein or therein. (b) On or prior to the Showboat Merger First Restatement Effective Date, the Administrative Agent shall have received evidence that the Banks are qualified under the New Jersey Gaming Regulations as financial sources or qualifiers, or are exempt or waived therefrom, and shall be satisfied that, except as obtained pursuant to Section 5A.09, that no other New Jersey, Nevada, Illinois, Indiana Nevada or other gaming license, authorization, qualification, waiver or exemption of the Banks is required on or prior to the Showboat Merger First Restatement Effective Date by reason of this Agreement or the other DocumentsAgreement. The Administrative Agent also shall be satisfied in its discretion with any conditions oror requirements imposed by the New Jersey, Nevada or other relevant Gaming Authorities upon the Banks, this Agreement, the other Documents or the Transaction. (c) On or prior to the First Restatement Effective Date, Parent, its shareholders and Subsidiaries shall have received any qualifications required under applicable Gaming Regulations in connection with this Agreement and the other Credit Documents, and the Borrowers and the Guarantors shall have received all other approvals, authorizations or consents of, or notices to or registrations with any governmental body and required releases and consents from other appropriate Persons (including, without limitation, the shareholders of Parent) in connection with this Agreement and the other Credit Documents and shall have provided copies or other satisfactory evidence of all approvals, authorizations or consents referred to above to the Administrative Agent.

Approvals, Etc. (a) On or prior to the Showboat Merger Effective Initial Borrowing Date, (i) except as provided in Section 13.17, all necessary governmental (domestic and foreign) and third party approvals and consents (including, in any event, (x) all required Gaming Authority approvals and consents and (y) all shareholder and board of director approvals and consents) required in connection with the Showboat Merger Transaction and the other components of transactions contemplated by this Agreement and the Transaction that other Credit Documents which are to occur on or after such date by the Initial Borrowing Date and otherwise referred to herein or therein shall have been obtained and remain in full force and effect (other than any approvals not then required to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitations), and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such Transaction and the other components of the Transaction that are to occur on or after such date or otherwise referred to herein or therein transactions contemplated by this Agreement and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger Transaction or such the other components of transactions contemplated by this Agreement or the Transaction that other Credit Documents which are to occur on or after such date or otherwise referred to herein or thereinby the Initial Borrowing Date. (b) On or prior to the Showboat Merger Effective Initial Borrowing Date, the Administrative Agent shall be satisfied that, except as obtained pursuant to Section 5A.09, no other New Jersey, Nevada, Illinois, Indiana or other gaming license, authorization, qualification, waiver or exemption of the Banks is required on or prior to the Showboat Merger Effective Date by reason of this Agreement or the other Documents. The Administrative Agent also shall be satisfied in its discretion with any conditions oror requirements imposed by the Missouri, Nevada, Mississippi and Iowa or other relevant Gaming Authorities upon the Lenders, this Agreement, the other Documents or the Transaction not disclosed to the Lenders prior to the Effective Date. (c) On or prior to the Initial Borrowing Date, and except as provided in Section 13.17 the Borrower and its Subsidiaries shall have received any approvals or qualifications required under applicable Gaming Regulations in connection with this Agreement and the other Credit Documents to be obtained prior to the Initial Borrowing Date, and the Borrower and the Subsidiary Guarantors shall have received all other approvals, authorizations or consents of, or notices to or registrations with any governmental body and required releases and consents from other appropriate Persons (including, without limitation, the shareholders of the Borrower) in connection with this Agreement and the other Credit Documents and shall have provided copies or other satisfactory evidence of all approvals, authorizations or consents referred to above to the Administrative Agent to the extent available.

Approvals, Etc. (a) On or prior to Schedule 3.05 constitutes a complete and accurate list of all material Governmental Approvals required for the Showboat Merger Effective Development as contemplated by the Material Project Documents and for the Borrower’s execution, delivery, and performance of the Transaction Documents. As of the Closing Date, the Governmental Approvals set forth in Part A of Schedule 3.05 (the “Part A Approvals”) (i) constitute all necessary governmental (domestic material Governmental Approvals that are required to be obtained as of the Closing Date for the Borrower’s execution, delivery, and foreign) and third party approvals and consents (including, in any event, (x) all required Gaming Authority approvals and consents and (y) all shareholder and board of director approvals and consents) required in connection with the Showboat Merger and the other components performance of the Transaction that are to occur on or after Documents and for the current stage of the Development as of such date and otherwise referred to herein or therein shall have been obtained and remain (ii) except as set forth in Part A of Schedule 3.05, were duly obtained, are in full force and effect effect, are not subject to any pending appeals, are final, and the administrative and judicial periods to appeal such Governmental Approvals have expired (other than under the Administrative Procedure Act or any approvals not then required citizen suit provisions under Applicable Law pursuant to be obtained with respect to the Existing Showboat Notes Tender Offers/Consent Solicitationswhich such Governmental Approval was issued), and all applicable waiting periods shall conditions or requirements in the Part A Approvals required to have expired without been satisfied by the date that this representation is made have been satisfied and the Borrower is not aware of any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction material modifications that are need to occur on or after such date or otherwise referred be made to herein or therein and (ii) the Administrative Agent shall have received copies or other evidence reasonably satisfactory to it of all such approvals and consents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Showboat Merger or such other components of the Transaction that are to occur on or after such date or otherwise referred to herein or thereinthese Governmental Approvals. (b) On All material Governmental Approvals required for the Development but not required to be obtained under Applicable Law (including Environmental Law) as of the Closing Date in light of the status of the Development at such time, including information as to the filing of applications and the status thereof, are set forth in Part B of Schedule 3.05 (the “Part B Approvals”). To the knowledge of the Borrower there exists no impediment that could reasonably be expected to prevent the Part B Approvals from being obtained in due course, without material unanticipated cost or material adverse conditions or requirements and prior to the Showboat Merger Effective Date, time the Administrative Agent shall be satisfied that, except as obtained pursuant to Section 5A.09, no other New Jersey, Nevada, Illinois, Indiana or other gaming license, authorization, qualification, waiver or exemption of the Banks same is required on or prior to the Showboat Merger Effective Date by reason of this Agreement or the other Documents. The Administrative Agent also shall be satisfied in its discretion with any conditions orobtained under Applicable Law (including Environmental Law).