Consents of Regulatory Authorities. The Parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation and applications, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents of all Regulatory Authorities and other Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger). The Parties agree that they will consult with each other with respect to the obtaining of all Consents of all Regulatory Authorities and other Persons necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to consummation of the transactions contemplated herein. Each Party also shall promptly advise the other upon receiving any communication from any Regulatory Authority or other Person whose Consent is required for consummation of the transactions contemplated by this Agreement which causes such Party to believe that there is a reasonable likelihood that any requisite Consent will not be obtained or that the receipt of any such Consent will be materially delayed.
Consents of Regulatory Authorities. (a) First Bank and Malvern and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permits, Consents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank Entities which would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (any such condition or restriction, a “Burdensome Condition”). Each of First Bank and Malvern 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 material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or app...
Consents of Regulatory Authorities. The Parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation and applications, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents of all Regulatory Authorities and other Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger). Each Party will furnish to the other Party copies of proposed applications and notices in draft form and provide a reasonable opportunity for comment prior to the filing of any such application or notice with any Regulatory Authority. Each Party will promptly furnish to the other Party copies of applications and notices filed with all Regulatory Authorities and copies of written communications received by such Party from any Regulatory Authority with respect to the transactions contemplated hereby. The Parties agree that they will consult with each other with respect to the obtaining of all Consents of all Regulatory Authorities and other Persons necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. Each Party also shall promptly advise the other upon receiving any communication from any Regulatory Authority or other Person whose Consent is required for consummation of the transactions contemplated by this Agreement which causes such Party to believe that there is a reasonable likelihood that any requisite Consent will not be obtained or that the receipt of any such Consent will be materially delayed.
Consents of Regulatory Authorities. 28 8.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE...........................28 8.6
Consents of Regulatory Authorities. 48 7.4 FILINGS WITH STATE OFFICES......................................48 7.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE...........................49
Consents of Regulatory Authorities. Other than (i) filings with the SEC required for "going private" transactions; (ii) filings and Consents required by the Board of Governors of the Federal Reserve System; (iii) the filing of this Agreement or Articles of Merger with corporate and Regulatory Authorities, as appropriate; and (iv) other Consents, filings or notifications that, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on INVB, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by INVB of the Merger and the other transactions contemplated by this Agreement.
Consents of Regulatory Authorities. Other than (i) filings with the SEC required for "going private" transactions; (ii) the filing of this Agreement or Articles of Merger with corporate and Regulatory Authorities, as appropriate; and (iii) other Consents, filings or notifications that, if not obtained or made are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Newco, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Newco of the Merger and the transactions contemplated by this Agreement.
Consents of Regulatory Authorities. AGREEMENT AS TO EFFORTS TO CONSUMMATE. 8.6 INVESTIGATION AND CONFIDENTIALITY. 8.7 PRESS RELEASES. 8.8 CHARTER PROVISIONS. 8.9 EMPLOYEE BENEFITS AND CONTRACTS. 8.10 INDEMNIFICATION.
Consents of Regulatory Authorities. (a) Based on, among other things, the aggregate consideration to be paid by WiderThan for Ztango in connection with the Merger, the Parties contemplate that no filing with either the United States Federal Trade Commission ("FTC") or the United States Department of Justice ("DOJ") regarding the Acquisition Transactions will be required pursuant to the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Traxx Xxxxission Act, as amended, xxx xny other federal, state or foreign Law or regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws").
(b) The Parties hereto shall cooperate with each other and use their reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (which shall include the filings pursuant to subsection (a) above), and to obtain as promptly as practicable all Consents of all Regulatory Authorities and other Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger). The Parties agree that they will consult with each other with respect to the obtaining of all Consents of all Regulatory Authorities and other Persons necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. Each Party also shall promptly advise the other upon receiving any communication from any Regulatory Authority whose Consent is required for consummation of the transactions contemplated by this Agreement which causes such Party to believe that there is a reasonable likelihood that any requisite Consent will not be obtained or that the receipt of any such Consent will be materially delayed.
Consents of Regulatory Authorities. The Parties hereto shall use their commercially reasonable efforts to promptly prepare and file all necessary documentation and applications, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents of all Regulatory Authorities and other Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger).
