Certain Regulatory Filings. Either Party may disclose the terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with Applicable Laws, including the rules and regulations promulgated by the United States Securities and Exchange Commission or by any stock exchange or regulatory body to which the Party is subject. Before disclosing this Agreement or any of the terms hereof pursuant to this Section 7.3, the Parties will consult with one another regarding the terms in this Agreement to be redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.3, such Party agrees, at its own expense, to seek confidential treatment of portions of this Agreement or such terms, as may be reasonably requested by the other Party.
Certain Regulatory Filings. Administrator and the Reinsurer shall use best efforts to obtain all policy form, rate and rule filings necessary to enable Reinsurer or an Affiliate to issue in Reinsurer's or such Affiliate's own name contracts or policies similar to the Reinsured Contracts as soon as practicable after the Effective Date.
Certain Regulatory Filings. (a) The information supplied in writing by the Purchaser for inclusion in the proxy statement of LFC to be mailed to LFC's Stockholders in connection with their authorization of the Sale (the "Proxy Statement"), on the date the Proxy Statement is filed with the Securities and Exchange Commission (the "SEC"), on the date the Proxy Statement is first sent or given to security holders, and on the date of the meeting of LFC's Stockholders, will not 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 were made, not misleading. The Purchaser agrees to provide in writing all information concerning the Purchaser and its affiliates required to be included in the Proxy Statement under the Exchange Act and the rules and regulations thereunder. The Purchaser agrees promptly to correct such information if and to the extent that such information shall have become false or misleading in any material respect.
(b) The information with respect to the Purchaser included in the Form A (Statement Regarding the Acquisition of Control or Merger with a Domestic Insurer) ("Form A"), to be filed with the Division of Insurance of the Department of Business Regulation of the State of Rhode Island (the "Rhode Island DBR") with respect to Keyport Life Insurance Company and Independence Life and Annuity Company and in the separate Form A to be filed with the New York State Insurance Department (the "New York DOI") with respect to Keyport Benefit Life Insurance Company will be prepared in accordance with the applicable regulations of Rhode Island or New York, as the case may be, and will be true, correct and complete in all material respects.
Certain Regulatory Filings. Without limiting the generality of the provisions of Section 6.3(d):
(i) Investor, the Company and Seller shall each file or cause to be filed with the United States Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act with respect to the transactions contemplated hereby and Investor, on the one hand, and Seller, on the other hand, shall bear the costs and expenses of their respective filings; provided, however, that Investor shall pay all filing fees in connection therewith. The Parties shall use their respective reasonable best efforts (subject to the proviso contained in Section 6.3(d)) to make, or cause to be made, such filings promptly following the date hereof, to respond to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. The Parties shall consult with each of the other Parties prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission or the United States Department of Justice, and each of the Parties shall have the right (to the extent permitted) to have a representative present at any such meeting.
(ii) Investor, the Company and Seller shall each file or cause to be filed with the European Commission any notification required to be filed under the MCR with respect to the transactions contemplated hereby, and Investor, on the one hand, and Seller, on the other hand, shall bear the costs and expenses of their respective filings; provided, however, that Investor and Seller shall bear equally any filing fees in connection therewith. The Parties shall use their respective reasonable best efforts (subject to the proviso contained in Section 6.3(d)) to make, or cause to be made, such filings promptly following the date hereof, to respond to any requests for additional information made by the European Commission and to cause the waiting periods under the MCR to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the instituti...
Certain Regulatory Filings. Except with respect to the obligations provided for in this Section 2.7, Section 3.4(c), Section 9.6, Article 10, Article 11, Article 13 and Article 14 (and Section 12.5 in respect of the survival of the foregoing provisions), the Parties acknowledge and agree that this Agreement will not become effective until such date as the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended (the “HSR Act”), has expired or otherwise terminated, (the “Effective Date”). Each Party will cooperate with the other and use its commercially reasonable efforts to make any initial filings required under the HSR Act and subsequent filings required in the event that a Second Request is received under the HSR Act (a “HSR Second Request”). Upon the date [* *] following the receipt of a HSR Second Request, the obligations of the Parties under this Agreement will terminate and no longer be in force in effect unless the Parties mutually agree otherwise in writing. In the event (i) the Agreement is terminated after the expiration of such [* *] period pursuant to this Section 2.7; (ii) the Federal Trade Commission (the “FTC”) declines to grant approval for the Agreement to become effective; or (iii) GSK discontinues seeking FTC approval for the Agreement after receipt of a HSR Second Request (in which case it will promptly provide notice of which to POZEN), then GSK will [* *]. Upon the occurrence of events described in the preceding clause (i) or (ii) or any notification by GSK pursuant to the preceding clause (iii), the obligations of the Parties under this Agreement effective as of the Execution Date will terminate and be of no further force and effect, except for [* *] under this Section 2.7, Article 11 (other than Section 11.6 and Section 11.7) and Article 14.
Certain Regulatory Filings. If the Services relate to a clinical phase III project or if Cognate is selected as one of the commercial sites of manufacture of the Product which is the subject of the Services under this Agreement, then reasonably promptly, but not later than the later to occur of (a) the execution of a SOW for Services relating to a phase III project or commercial manufacture of Products, or (b) or [***] prior to filing with any relevant regulatory authority, any clinical trial application including (i) any amendment to any US Investigational New Drug Application or EU Investigational Medicinal Product Dossier seeking permission to initiate a Phase III trial, (ii) any Biologics License Application, or (iii) any documentation that is or is equivalent to such an application, Asterias will give Cognate a copy of the quality module (Drug Product section) of the common technical document or any equivalent document that relates to any such application (all such documentation herein referred to as the “Application”). This disclosure will permit Cognate to verify that the Application accurately describes the Services that Cognate has performed and the manufacturing and testing processes that Cognate will perform under this Agreement.
Certain Regulatory Filings. (a) The Stockholder shall promptly execute and file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, or consent of any governmental authority that may be reasonably required or advisable in connection with the consummation of the Contemplated Transactions.
(b) The Stockholder shall use its commercially reasonable efforts to obtain all such authorizations, approvals, and Consents as promptly as possible after the execution of this Agreement, including the expiration or termination of the waiting period under the HSR Act, or under foreign competition Laws, with respect to the Contemplated Transactions. Without limiting the foregoing, to the extent not completed prior to the date hereof, the Stockholder shall use its commercially reasonable efforts to make, or cause to be made, all filings required of it or any of its respective Affiliates under the HSR Act and foreign competition Laws with respect to the Contemplated Transactions as promptly as reasonably practicable, and in any event shall file a Notification and Report Form pursuant to the HSR Act 10 Business Days after the execution of this Agreement, and any other filing or notification required pursuant to any foreign competition Law within 10 Business Days after the execution of this Agreement. The Stockholder shall furnish promptly to the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice and any other requesting governmental authority additional information reasonably requested pursuant to the HSR Act or any foreign competition Laws in connection with such filings.
(c) The Stockholder shall use its commercially reasonable efforts to resolve objections, if any, as may be asserted by any Governmental Body with respect to the Contemplated Transactions under any applicable antitrust Laws, including responding promptly to and complying with any requests for information relating to this Agreement, the Merger Agreement, or any initial filings required under the HSR Act, and any other additional filings (“Merger Notification Filings”) from any Governmental Body charged with enforcing, applying, administering or investigating any antitrust Laws.
(d) Notwithstanding anything to the contrary herein, (i) the Stockholder shall not have any obligation to litigate or contest any such Legal Proceeding or order resulting therefrom and (ii) the Stockholder ...
Certain Regulatory Filings. (a) The Stockholder shall promptly execute and file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, or consent of any governmental authority that may be reasonably required or advisable in connection with the consummation of the Contemplated Transactions.
Certain Regulatory Filings. Either Party may disclose the terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, including, without limitation, the rules and regulations promulgated by the United States Securities and Exchange Commission or by any stock exchange or regulatory body to which the Party is subject. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section, the Parties will consult with one another on the terms of this Agreement to be redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 4.06, such Party agrees, at its own expense, to seek confidential treatment of portions of this Agreement or such terms, as may be reasonably requested by the other Party.
Certain Regulatory Filings. (a) The information regarding Buyer and its Affiliates supplied in writing by Buyer specifically for inclusion in the Proxy Statement, on the date the Proxy Statement is filed with the SEC, on the date the Proxy Statement is first sent or given to the Stockholders, and on the date of the meeting of the Stockholders, will not 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 were made, not
