Consents, Filings and Authorizations; Efforts to Consummate Sample Clauses

Consents, Filings and Authorizations; Efforts to Consummate. As promptly as practicable after the date hereof, Purchaser shall make and the Sellers shall cause the Company to make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates as may be required for them to consummate the Contemplated Transactions in accordance with the terms of this Agreement and shall furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which the Sellers or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Laws. Subject to the terms and conditions herein, each party hereto, without payment or further consideration, shall use its good faith efforts to take or cause to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the Contemplated Transactions, including, but not limited to, the obtaining of all the Company's Required Consents and Permits or consents of any third party, whether private or governmental, required in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in all of the foregoing.
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Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, Purchaser and Seller shall make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and as may otherwise be required for them to consummate the Acquisition in accordance with the terms of this Agreement and shall consult with each other prior to such filing and shall not make any such filing or submission to which Seller or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Laws. Subject to the terms and conditions herein, each Party, without payment or further consideration, shall use its best efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the Acquisition, including obtaining all required consents, whether private or governmental, required in connection with such Party’s performance of such transactions and each Party shall cooperate with the other in all of the foregoing. (b) Each of Seller and Purchaser shall (A) give the other party prompt notice of the commencement of any legal proceeding by or before any Governmental Authority relating to the Acquisition or any of the other transactions contemplated by this Agreement; (B) keep the other party informed as to the status of any such legal proceeding; and (C) promptly inform the other party of any communication to or from any Governmental Authority regarding the Acquisition, this Agreement, or any other transaction contemplated hereby. To the extent permitted by Law, Seller and Purchaser shall consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority in connection with any proceeding under or relating to the any antitrust or competition law. To the extent permitted by Law, each party shall promptly deliver to the other a copy of each such filing analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority, and of each communication received from any Governmental Authority relating to the Acquisition, this Agreement, or any of the transactions contemplated her...
Sample 1Sample 2See All (4)
Consents, Filings and Authorizations; Efforts to Consummate. As promptly as practicable after the date hereof, Purchaser and Seller shall make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates including the filing of a Notification and Report Form pursuant to the HSR Act, and as may otherwise be required for them to consummate the Acquisition in accordance with the terms of this Agreement and shall consult with each other prior to such filing and shall not make any such filing or submission to which Seller or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Laws. Subject to the terms and conditions herein, each Party, without payment or further consideration, shall use its reasonable commercial efforts to take or cause to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the Acquisition, including, but not limited to, obtaining all required consents, whether private or governmental, required in connection with such Party's performance of such transactions and each Party shall cooperate with the other in all of the foregoing.
Sample 1
Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, Parent, Purchaser and the Company shall, and the Company shall cause the Subsidiary to, make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates, as may be required for them to consummate the Acquisition and the Other Contemplated Transactions in accordance with the terms of this Agreement and shall furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which the Company or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Law. Subject to the terms and conditions herein, each party hereto, without payment or further consideration, shall use its best efforts to take or cause to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the Acquisition and the Other Contemplated Transactions, including the obtaining of all Company Required Consents and Permits or consents of any third party, whether private or governmental, required in connection with such party's performance of such transactions and each party hereto shall cooperate with the other in all of the foregoing. (b) The Company, Sellers which have executed this Agreement as of the date hereof who in the aggregate hold a majority of the issued and outstanding shares of capital stock of the Company, and the Representative agree to use their collective best efforts to cause each Seller which has not executed this Agreement as of the date hereof to deliver a counterpart signature page to this Agreement to the Company, Parent and Purchaser within ten (10) business days hereof; provided, that if all such Sellers do not execute a counterpart signature page to this Agreement within such time, the Company and Sellers signatories hereto hereby agree, upon the request of Purchaser, to execute any documents required or necessary in order to effect the sale of the Purchased Shares pursuant to a merger whereby the Company would be merged with and into Purchaser and to obtain all consents necessary in connection with such merger; provided, further that the economic, financial and tax effects to Sellers, Parent and Purchaser upon such merger are as favorable to the economic, financial and tax effects to Se...
Sample 1
Consents, Filings and Authorizations; Efforts to Consummate. As promptly as practicable after the date hereof, the Purchaser and the Seller shall make all filings and submissions under such Laws as are applicable to them, as may be required for them to consummate the Acquisition in accordance with the terms of this Agreement and shall furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which the Seller or the Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Law. Subject to the terms and conditions herein, each party hereto, without payment or further consideration, shall use its best efforts to take or cause to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the Acquisition, including
Sample 1

Related to Consents, Filings and Authorizations; Efforts to Consummate

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Filings and Authorizations (a) The Parties will, as promptly as practicable but in any event within 20 days of the date of this Agreement (unless otherwise mutually agreed), make, or cause to be made, all filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • Filings, Consents and Approvals The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Filings and Approvals Cooperate with the other in the preparation and filing, as soon as practicable, of (A) the Applications, (B) the Proxy Statement, (C) all other documents necessary to obtain any other approvals, consents, waivers and authorizations required to effect the completion of the Merger and the other transactions contemplated by this Agreement, and (D) all other documents contemplated by this Agreement;

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