Common use of Advice of Changes; Government Filings Clause in Contracts

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Each party shall promptly advise the other orally and in writing of any material deficiencies in the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditors. Each of FoxHollow and ev3 shall have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to Applicable Laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Ev3 Inc.), Merger Agreement (Foxhollow Technologies, Inc.)

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Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect Material Adverse Effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Company and Parent shall file all reports required to be filed by each of them with the SEC between the date of this Agreement and the Effective Time and, subject to Section 5.1, shall deliver to the other party copies of all such reports promptly after the same are filed. Each party shall promptly advise the other orally and in writing of any material deficiencies in the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditors. Each of FoxHollow Company and ev3 Parent shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiariessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Tower Group, Inc.), Merger Agreement (Tower Group, Inc.)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect Material Adverse Effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Company and Parent shall file all reports required to be filed by each of them with the SEC between the date of this Agreement and the Effective Time and, subject to Section 0, shall deliver to the other party copies of all such reports promptly after the same are filed. Each party shall promptly advise the other orally and in writing of any material deficiencies in the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditors. Each of FoxHollow Company and ev3 Parent shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiariessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (CastlePoint Holdings, Ltd.), Merger Agreement (CastlePoint Holdings, Ltd.)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Each party Xxxxxx and Xxxxx shall promptly advise file all reports required to be filed by each of them with the SEC between the date of this Agreement and the Effective Time and shall deliver to the other orally party copies of all such reports promptly after the same are filed. Xxxxxx, Xxxxx and in writing each Subsidiary of any material deficiencies in Chase or Xxxxxx that is a bank shall file all call reports with the internal controls over financial reporting (as defined in Rule 13a-15(f) appropriate bank regulators and all other reports, applications and other documents required to be filed with the applicable Governmental Entities between the date hereof and the Effective Time and shall make available to the other party copies of all such reports promptly after the Exchange Act) of such party identified by such party or its auditorssame are filed. Each of FoxHollow Xxxxxx and ev3 Chase shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Morgan J P & Co Inc)

Advice of Changes; Government Filings. (a) Each party Party shall confer on a regular and frequent basis with the other, report, subject to Section 5.6, on operational matters, and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would would, individually or in the aggregate, reasonably be expected to have, have a material adverse effect Material Adverse Effect on such party Party or the Surviving Corporation or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party Party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied any condition set forth in Article VII or give rise to any right of termination under Article VIII unless the underlying breach shall independently constitute such a failure or give rise to such a right. (b) Legacy and ViewPoint shall file all reports, schedules, applications, registrations, and other information required to be filed by each of them with all other relevant Governmental Entities and to obtain all of the Requisite Regulatory Approvals between the date of this Agreement and the Effective Time. Each party Legacy, LegacyTexas Bank, ViewPoint and ViewPoint Bank shall promptly advise file all Bank Call Reports with the appropriate Governmental Entity and all other reports, applications and other documents required to be filed with the applicable Governmental Entities between the date hereof and the Effective Time and, to the fullest extent permitted by Applicable Legal Requirements, shall make available to the other orally and in writing Party copies of any material deficiencies in all such reports promptly after the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditorssame are filed. Each of FoxHollow Legacy and ev3 ViewPoint shall have the right to review in advance, and to the extent practicable, practicable each will shall consult with the other, in each case subject to Applicable Laws Legal Requirements relating to the exchange of information, with respect to all the information relating to the other partyParty, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties agrees to act reasonably and as promptly as reasonably practicable. Each party hereto Party agrees that to the extent practicable it will shall consult with the other party hereto Party with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will Party shall keep the other party reasonably Party apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (ViewPoint Financial Group Inc.)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of a condition set forth in Article VI or give rise to any right of termination under Article VII unless the underlying breach shall independently constitute such a failure or give rise to such a right. Each party Bxxxx and Covalence shall promptly advise file all reports required to be filed by each of them with the SEC between the date of this Agreement and the Effective Time and shall deliver to the other orally and in writing party copies of any material deficiencies in all such reports promptly after the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditorssame are filed. Each of FoxHollow Bxxxx and ev3 Covalence shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Venture Packaging Inc)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Each party hereto shall promptly advise the other orally and in writing of the failure by it to comply with or satisfy in any material deficiencies respect any covenant or agreement set forth in Articles IV and V hereof or any condition set forth in Article VI hereof required to be complied with or satisfied by it under this Agreement; provided, however, that the internal controls over financial reporting (Company’s obligation pursuant to this Section 4.3 is limited to those matters as defined in Rule 13a-15(f) to which the Special Committee has knowledge; and provided, further, that no such notification shall affect the covenants or agreements of the Exchange Act) of such party identified by such party parties or its auditors. Each of FoxHollow and ev3 shall have the right to review in advance, and conditions to the extent practicable, each will consult with obligations of the other, in each case subject parties under this Agreement. Subject to Applicable applicable Laws relating to the exchange of information, each of the Company and Acquirer shall have the right to review and comment upon in advance, and to the extent practicable each will consult with the other with respect to to, all the information relating to the other party, and any of their respective Subsidiaries, party which appears in any filing filings, announcements or publications made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that that, to the extent practicable practicable, it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (RWD Technologies Inc)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Each party Morgxx xxx Chasx xxxll file all reports required to be filed by each of them with the SEC between the date of this Agreement and the Effective Time and shall promptly advise deliver to the other orally party copies of all such reports promptly after the same are filed. Morgxx, Xxxxx xxx each Subsidiary of Chase or Morgxx xxxt is a bank shall file all call reports with the appropriate bank regulators and in writing all other reports, applications and other documents required to be filed with the applicable Governmental Entities between the date hereof and the Effective Time and shall make available to the other party copies of any material deficiencies in all such reports promptly after the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditorssame are filed. Each of FoxHollow and ev3 Morgxx xxx Chase shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Chase Manhattan Corp /De/)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which that would reasonably be expected to have, a material adverse effect Material Adverse Effect on such party or which that would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of a condition set forth in ARTICLE VII or give rise to any right of termination under ARTICLE VIII unless the underlying breach shall independently constitute such a failure or give rise to such a right. Each party BHV and Islet shall promptly advise file all reports required to be filed by each of them (or their Subsidiaries) with the SEC on a timely basis between the date hereof and the Effective Time (which shall include available extensions) and shall deliver to the other orally and in writing party copies of any material deficiencies in all such reports promptly after the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditorssame are filed. Each of FoxHollow BHV and ev3 Islet shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other partyto, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Islet Sciences, Inc)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Each party shall promptly advise the other orally and in writing of any material deficiencies in the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditors. Each of FoxHollow XM and ev3 Sirius shall have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby. Neither party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Appears in 1 contract

Samples: Merger Agreement (Xm Satellite Radio Holdings Inc)

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Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which that would reasonably be expected to have, a material adverse effect on such party or which that would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of a condition set forth in Article VI or give rise to any right of termination under Article VII unless the underlying breach shall independently constitute such a failure or give rise to such a right. Each party Florida Rock and Vulcan shall promptly advise file all reports required to be filed by each of them (or their Subsidiaries) with the SEC between the date hereof and the Effective Time and shall deliver to the other orally and in writing party copies of any material deficiencies in all such reports promptly after the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditorssame are filed. Each of FoxHollow Florida Rock and ev3 Vulcan shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other partyto, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Vulcan Materials Co)

Advice of Changes; Government Filings. Each party The Company and Acquiror shall confer on a regular and frequent basis with the other, and promptly advise the each other orally and in writing of any change or event of which such party the Company or Acquiror has knowledge Knowledge having, or which would reasonably be expected to havehave a Company Material Adverse Effect or an Acquiror Material Adverse Effect (as applicable), a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party the Company of Acquiror (as applicable) contained herein. Each party The Company shall promptly advise the other Acquiror orally and in writing of any material deficiencies in the internal controls over financial reporting (as defined in Rule 13a-15(fNI 52-109) of the Exchange Act) of such party Company identified by such party the Company or its auditors. Each of FoxHollow the Company and ev3 Acquiror shall have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to Applicable Laws relating to the exchange of information, with respect to all the information relating to the other partyParty, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party Third Party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties Parties hereto agrees to act reasonably and as promptly as practicable. Each party Party hereto agrees that to the extent practicable it will consult with the other party Party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties Third Parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party Party will keep the other party Party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Arrangement Agreement (Magnum Hunter Resources Corp)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Each party shall promptly advise the other orally and in writing of any material deficiencies in the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditors. Each of FoxHollow XM and ev3 Sirius shall have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby. Neither party nor any of its 26 Table of Contents Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Appears in 1 contract

Samples: Merger Agreement (Sirius Satellite Radio Inc)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, report on operational matters and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which that would reasonably be expected to have, a material adverse effect on such party or which that would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein; provided, however, that any noncompliance with the foregoing shall not constitute the failure to be satisfied of a condition set forth in Article VI or give rise to any right of termination under Article VII unless the underlying breach shall independently constitute such a failure or give rise to such a right. Each party Sears and Kmart shall promptly advise file all reports required to be filed by each of them (or their Subsidiaries) with the SEC between the date hereof and the Effective Time and shall deliver to the other orally and in writing party copies of any material deficiencies in all such reports promptly after the internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) of such party identified by such party or its auditorssame are filed. Each of FoxHollow Sears and ev3 Kmart shall have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to Applicable Laws applicable laws relating to the exchange of information, with respect to all the information relating to the other party, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that to the extent practicable it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Sears Roebuck & Co)

Advice of Changes; Government Filings. Each party shall confer on a regular and frequent basis with the other, and promptly advise the other orally and in writing of any change or event of which such party has knowledge having, or which would reasonably be expected to have, a material adverse effect on such party or which would cause or constitute a material breach of any of the representations, warranties or covenants of such party contained herein. Each party hereto shall promptly advise the other orally and in writing of the failure by it to comply with or satisfy in any material deficiencies respect any covenant or agreement set forth in Articles IV and V hereof or any condition set forth in Article VI hereof required to be complied with or satisfied by it under this Agreement; provided, however, that the internal controls over financial reporting (Company's obligation pursuant to this Section 4.3 is limited to those matters as defined in Rule 13a-15(f) to which the Special Committee has knowledge; and provided, further, that no such notification shall affect the covenants or agreements of the Exchange Act) of such party identified by such party parties or its auditors. Each of FoxHollow and ev3 shall have the right to review in advance, and conditions to the extent practicable, each will consult with obligations of the other, in each case subject parties under this Agreement. Subject to Applicable applicable Laws relating to the exchange of information, each of the Company and Acquirer shall have the right to review and comment upon in advance, and to the extent practicable each will consult with the other with respect to to, all the information relating to the other party, and any of their respective Subsidiaries, party which appears in any filing filings, announcements or publications made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that that, to the extent practicable practicable, it will consult with the other party hereto with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement and each party will keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (RWD Technologies Inc)

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