Orders and Consents Sample Clauses

The "Orders and Consents" clause establishes the requirement for obtaining all necessary governmental or third-party approvals, permits, or authorizations before proceeding with certain actions under the agreement. In practice, this means that a party must secure relevant licenses, regulatory clearances, or permissions—such as import/export licenses or environmental permits—before fulfilling contractual obligations or initiating specific transactions. This clause ensures that all activities conducted under the contract are legally compliant and helps prevent delays or legal issues arising from missing or invalid approvals.
Orders and Consents. 7.4.1 There shall not be outstanding and in effect on the Closing Date any order entered by any Governmental Entity prohibiting or making illegal the transactions contemplated by this Agreement or the Documents. 7.4.2 All consents, waivers and approvals listed in Schedule 2.3 hereto shall have been obtained, and Buyer shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such consents, waivers and approvals.
View SourceView Similar (2)
Orders and Consents. (i) No Governmental Entity of competent jurisdiction shall have enacted or promulgated any law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the Transactions that remains in effect, and (ii) each consent, approval or clearance with respect to, or termination or expiration of any applicable waiting period (and any extensions thereof, including any agreement with a Governmental Entity to delay consummation of the Transaction, or any timing agreements, understandings or commitments obtained by request or other action of the U.S. Federal Trade Commission and/or the U.S. Department of Justice, as applicable) imposed under, the HSR Act or any Antitrust Laws in the jurisdictions identified on Schedule 2.1(a) of the Disclosure Letter shall have been obtained, shall have been received or deemed to have been received or shall have terminated or expired, as the case may be.
View Source
Orders and Consents. Between the date of this Agreement and the Closing Date, GMC, Herley and Acquisition shall in connection herew▇▇▇ ▇▇mply with all applicable securities laws and will cooperate in the timely filing or submission of information with governmental authorities, including any required by the Hart-Scott-Rodino Act, and will obtain such ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇its, orders or consents, if any, as may be required in connection with the transactions contemplated by this Agreement.
View Source
Orders and Consents. Medical Action and Acquisition shall, in connection herewith, comply with all applicable securities laws and will obtain such governmental permits, orders or consents, if any, as may be required in connection with the transactions contemplated by this Agreement.
View Source
Orders and Consents. No Governmental Entity of competent jurisdiction shall have enacted or promulgated any Law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the Merger that remains in effect.
View Source
Orders and Consents. (i) No Governmental Entity of competent jurisdiction shall have enacted or promulgated any law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the Merger that remains in effect, and (ii) the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement to delay or not to consummate the Merger or transactions contemplated by this Agreement entered into in connection therewith) shall have expired or been earlier terminated and any required approvals thereunder shall have been obtained;
View Source
Orders and Consents. (i) No Governmental Entity of competent jurisdiction shall have enacted or promulgated any Law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the Merger that remains in effect, (ii) either (A) the approval or authorization of, or exemption by, the STB (as the case may be) with respect to the Merger and the other transactions contemplated hereby shall have been obtained or (B) (1) the STB shall have provided Parent with an informal opinion that the proposed voting trust would insulate Parent from unauthorized control of the Company between the Effective Time and the receipt of final approval or authorization of, or exemption by, the STB (as the case may be) with respect to the Merger and the other transactions contemplated hereby and (2) the approval or authorization of, or exemption by, the STB (as the case may be) with respect to the voting trustee’s control of the Company shall have been obtained, and (iii) each other consent, approval or clearance with respect to, or termination or expiration of any applicable waiting period (and any extensions thereof) imposed under, (A) any Antitrust Laws in the jurisdictions identified on Section 7.1(b) of the Company Disclosure Letter and (B) each Other Regulatory Approval identified on Section 7.1(b) of the Company Disclosure Letter shall have been obtained, shall have been received or deemed to have been received or shall have terminated or expired, as the case may be, and each shall remain in full force and effect, and with respect to clauses (ii) and (iii), shall not have required a Burdensome Condition. Table of Contents
View Source

Related to Orders and Consents

  • Waivers and Consents The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Amendments, Waivers and Consents No amendment or waiver of any provision of this Agreement or any other Loan Document, or consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower and the Required Lenders (or by Agent at their instruction on their behalf) (with a copy of all amendments provided to the Agent), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by Borrower and all the Lenders, do any of the following at any time: (a) change the number or percentage of Lenders that shall be required for the Lenders or any of them to take any action hereunder; (b) amend the definition of “Required Lenders”, or “Pro Rata Share”; (c) amend this Section 12.5; (d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or any fees or other amounts payable hereunder; (e) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to be made; (f) [reserved]; (g) release all or substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any other Loan Document (except as expressly provided in the Loan Documents); (h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents); (i) prior to an Event of Default pursuant to Section 10.1(d), contractually subordinate any of Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents); or (j) amend any of the provisions of Section 10.5; provided, that no amendment, waiver or consent shall, unless in writing and signed by (i) a Lender, increase the amount of or extend the expiration date of any Commitment of such Lender, (ii) [reserved], (iii) [reserved], and (iv) Agent, in addition to the Lenders required above, take any action that affects the rights or duties of Agent under this Agreement or any other Loan Document.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.