Certain Filings; Cooperation in Receipt of Consents. (a) The Seller and the Purchaser shall reasonably cooperate with one another in (i) determining whether any other action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated hereby, and (ii) taking or seeking any such other actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith. Each party shall permit the other party to review any communication given by it to, and shall consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the transactions contemplated hereby.
Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, Acquiror and the Company shall prepare and Acquiror shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as Acquiror's prospectus. Each of the Company and Acquiror shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Acquiror shall mail the Proxy Statement/Prospectus to their respective Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Acquiror shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of Acquiror Shares in the Merger.
Certain Filings; Cooperation in Receipt of Consents. (a) As promptly as practicable after the date hereof, the Company shall prepare and file with the SEC a preliminary Proxy Statement. The Company shall give Parent a reasonable opportunity to review and comment on the Proxy Statement, and any revision, amendment or supplement thereto, prior to filing or transmission of such material to the SEC, and shall not so file or transmit any such material to which Parent reasonably objects. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable (taking into account the requirements of all applicable Laws) and, if necessary, after the Proxy Statement shall have been so mailed, to promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for revision or amendment of the Proxy Statement or comments thereon or requests by the SEC for additional information, and shall provide Parent with an opportunity to review and comment on any responses to such comments or requests prior to filing with, or transmission of such material to, the SEC, and shall not so file or transmit any such material to which Parent reasonably objects. If at any time prior to the Effective Time any information relating to either party, or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify Parent or the Company, as the case may be, and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate such amendment or supplement to Shareholders of the Company. The Company shall not mail to its shareholders any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.
Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, IP and UCC shall prepare and IP shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as IP's prospectus. Each of UCC and IP shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of UCC and IP shall mail the Proxy Statement/Prospectus to their respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. IP shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of IP Common Shares in the Merger.
Certain Filings; Cooperation in Receipt of Consents. The Company and Parent shall cooperate with one another in (x) determining whether any other action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the Transactions and (y) taking any such other actions, obtaining any consents, approvals or waivers or making any filings, furnishing information required in connection therewith and seeking promptly to obtain any such actions, consents, approvals or waivers. Without limiting the generality of the foregoing, Parent and the Company shall each (i) file any notification and report forms and related material that it may be required to file in connection with the Transactions with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act as soon as practicable, but in no event later than the commencement date of the Offer; (ii) use its reasonable best efforts to obtain an early termination of the applicable waiting period, (iii) make any further filings pursuant thereto that may be necessary, proper or advisable; (iv) make any filings required to comply with Canadian securities laws, regulations, rules and policies in connection with the Offer, any Company Stockholder Approval and the Transactions, with all applicable Canadian securities regulatory authorities; and (v) make any other filings and use its reasonable best efforts to obtain any other consents required by any other Governmental Entity. Each party shall permit the other party to review and provide comments regarding any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with the Transactions.
Certain Filings; Cooperation in Receipt of Consents. (a) As promptly as practicable after the date hereof, the Company shall prepare and file the Proxy Statement with the SEC. The Company shall mail the Proxy Statement to its stockholders as promptly as practicable after the SEC staff has completed its review thereof and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. The Proxy Statement will not, at the date it is first mailed to the stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Investors specifically for inclusion or incorporation by reference in the Proxy Statement.
Certain Filings; Cooperation in Receipt of Consents. (a) As promptly as practicable after the date hereof, Parent and the Company shall prepare and Parent shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Company and Parent shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall mail the Proxy Statement/Prospectus to its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Parent shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of Parent Common Shares in the Merger.
Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, Tuscarora shall prepare and file with the SEC, the Proxy Statement and use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Tuscarora agrees to use its reasonable best efforts, after consultation with SCA Packaging, to respond promptly to all such comments of and requests by the SEC. The Proxy Statement shall include the recommendation of the Board of Directors of Tuscarora described in Section 4.19. Tuscarora shall mail the Proxy Statement to its shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies.
Certain Filings; Cooperation in Receipt of Consents. (a) As promptly as practicable after the date hereof, ANFI shall prepare and file with the SEC the Proxy Statement/Prospectus and, as soon as practicable following the period of any review thereof by the SEC staff, FNF shall prepare and file the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of ANFI and FNF shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. ANFI shall mail the Proxy Statement/Prospectus to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. FNF shall also take any action (except to qualify to do business or to file a general consent to service of process) required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of FNF Common Shares in the Merger, and ANFI shall use commercially reasonable efforts to furnish all information concerning its directors, officers, shareholders and business as may be reasonably requested by FNF in connection with any such action.
Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, Target shall prepare in cooperation with Buyer and, after review and approval (which shall not be unreasonably withheld or delayed) by Buyer, shall file with the SEC as contemplated by the Exchange Act the Proxy Statement. Target shall mail the Proxy Statement to its stockholders as promptly as reasonably practicable in compliance with the Exchange Act and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies.
