Regulatory Approval Required Sample Clauses

The 'Regulatory Approval Required' clause establishes that certain actions, transactions, or agreements are contingent upon obtaining necessary approvals from relevant governmental or regulatory authorities. In practice, this means that parties cannot proceed with specific obligations—such as closing a merger, launching a product, or implementing a service—until all required permits, licenses, or consents have been secured. This clause serves to ensure legal compliance and mitigate the risk of penalties or invalidation by making regulatory clearance a precondition to performance.
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Regulatory Approval Required. Assuming that (i) the Bonds are offered and sold as described in the Memorandum, (ii) the representations set forth in Section 6.1 (Purchase for Investment), Section 5.13 (Private Offering by the Company) and Section 6.3 (Status Under Securities Laws; Transfer Restrictions) of this Agreement are correct, and (iii) the information contained in the letter to be furnished by the Agents to the Company on the Closing Date regarding the extent and manner of the offering of the Bonds is correct, no consent of, approval or authorization by, filing or registration with, or notice to any governmental or public authority or agency is required for the issuance, sale or delivery of the Bonds or the execution, delivery or performance of this Agreement or the Mortgage by the Company, other than (x) the approval of the Missouri Public Service Commission (the “MPSC”) that has already been obtained and (y) the recordings or filings, in respect of the Lien of the Mortgage, required under the Mortgage.
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Regulatory Approval Required. The parties hereto understand and agree that this Agreement is subject to the regulatory approval of the Tennessee Department of Financial Institutions, the Federal Deposit Insurance Corporation, and the Federal Reserve System and that in the event that the Bank is not granted a Certificate of Authority to do a banking business or in the event that the Executive does not receive regulatory approval to serve as an officer of the Bank, this Agreement shall be null and void and the only liability thereunder to the Bank shall be for salary earned during such time as the Executive is associated with the organizational group forming the Bank.
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Regulatory Approval Required. Assuming the Bonds are offered and sold as described in the Private Placement Memorandum and that the representations set forth in Section 1.3 (Purchase for Investment) of this Agreement are correct, no consent of, approval or authorization by, filing or registration with, or notice to any governmental or public authority or agency is required for the issuance, sale or delivery of the Bonds or the execution, delivery or performance of this Agreement or the Indenture by the Company, other than (a) the authorization of the DPUC, which authorization has been duly obtained, is in full force and effect, and has not been appealed, abrogated, modified, stayed or suspended and no subsequent appeal would, under applicable law, affect the validity or enforceability of the Bonds and (b) the recordings or filings, in respect of the Lien of the Indenture, required under the Indenture. The Company has furnished to your special counsel true, correct and complete copies of (i) said authorization and (ii) as requested by you, all applications, petitions, reports and other papers, and any amendments and supplements thereto (hereinafter in this Section 2.13 referred to collectively as "applications"), heretofore filed with or submitted to the DPUC by the Company in connection with its action to obtain said authorization. The applications did not contain, as of the respective dates of filing or submission thereof, any untrue or incorrect statements of material fact or omit to state any material fact necessary to make the statements contained therein not misleading. Prior to the Closing Date, the Company will furnish to your special counsel all subsequent applications, if any.
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Regulatory Approval Required. ‌ Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, applicable staff-level design review as outlined in Requirements for Licensee Equipment (Exhibit B to Pole License) or other planning, design, or aesthetic approval as required by the Walnut Creek Municipal Code (generally, a “Wireless Facility Permit”), applicable encroachment and building permits, other applicable City requirements, and implementing regulations and orders, if any. In obtaining all Regulatory Approvals and applicable permits, Licensee shall be responsible for paying any and all permit fees associated thereof separate and independent from this Master License and individual Pole Licenses.
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Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, any applicable wireless facility permit, encroachment permit, or other planning, design, or aesthetic approval as required by the Citrus Heights Municipal Code (generally, a “Wireless Facility Permit”), other applicable City requirements, and implementing regulations and orders, if any.
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Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of any applicable encroachment permit approval as required by the San Leandro Municipal Code (generally, an “Encroachment” as said term is defined in San Leandro Municipal Code Chapter 5-1), other applicable City or outside agency requirements, and implementing regulations and orders, if any.
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Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, any applicable wireless facility permit, encroachment permit, or other planning, design, or aesthetic approval as required by the Dublin Municipal Code (generally, a “Wireless Facility Permit”), other applicable City requirements, and implementing regulations and orders, if any.
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Regulatory Approval Required. Licensee’s installation of Equipment is also subject to the prior approval of, and Licensee’s compliance with all conditions of, applicable staff-level design review as outlined in Requirements for Licensee Equipment (Exhibit B to Pole License) and a Small Cell Attachment Permit as required by the South San Francisco Municipal Code or Zoning Code (generally, a “Small Cell Attachment Permit”), other applicable City requirements, and implementing regulations and orders, if any.
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Regulatory Approval Required. The parties hereto understand and agree that this Agreement is subject to the approval of the Tennessee Department of Financial Institutions and the Federal Reserve System. In the event that such regulatory agencies shall not approve this Agreement, this Agreement shall be null and void.
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Related to Regulatory Approval Required

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Regulatory Approvals (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Regulatory Approvals; No Defaults (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Parent Merger or the other transactions contemplated hereby except for (A) the filing of applications and notices, as applicable, with the Regulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the Certificates of Merger with the OSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of Sky Common Shares in the Parent Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the Requisite Regulatory Approvals (as defined in Section 7.01(b)) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities Laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any Law, governmental permit or license, or Contract of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Governing Documents of Sky or any of its Subsidiaries, or (C) require any consent or approval under any such Law, governmental permit or license, or governmental Contract.