Cooperation regarding the Merger Control Clearance Condition Sample Clauses

Cooperation regarding the Merger Control Clearance Condition. The Buyer shall use its best efforts at its sole expense to ensure that the Merger Control Clearance Condition is obtained as soon as possible and in particular, the Buyer hereby agrees and undertakes (and shall cause its Affiliates) to: (a) subject to applicable Law and instructions of the relevant Governmental Authority, (i) provide the Sellers’ Agent with a draft form of each notification, submission or filing (provided that privileged or commercially sensitive information relating to the Buyer or its Affiliates may be first removed or redacted) and a reasonable opportunity to discuss its content with the Buyer prior to its notification, submission or filing with the competent Governmental Authorities, (ii) consider and take into account all reasonable comments or suggestions made by the Sellers’ Agent in this respect, and (iii) where practicable, invite the Sellers’ Agent and its advisors to attend any meetings or telephone conversations with the relevant Governmental Authorities, it being understood that such meetings or telephone conversations will be led by the Buyer and its advisors; (b) make, as soon as possible and in any event within twenty Business Days after the date hereof, a pre-notification filing with the competent Governmental Authorities with respect to the transactions contemplated in this Agreement, followed as soon as practicable by a full filing, with a view to obtain the Merger Control Clearance within the shortest possible time, and supply promptly any additional information and documents that may be requested by any competent Governmental Authorities. The Buyer will use its best efforts to obtain the Merger Control Clearance within the first phase of the Merger Control Clearance process; (c) do all things necessary or appropriate under applicable Laws to obtain the Merger Control Clearance including offering appropriate and adequate commitments or accepting conditions or obligations that any competent Governmental Authority may require or impose in order to grant the Merger Control Clearance, including divesting, disposing of, or taking actions that limit the Buyer’s freedom of action with respect to any of the businesses or assets of the Group or the Buyer. For the avoidance of doubt, any of the Buyer’s obligations under this Clause 3.3 and any actions taken or omissions in relation thereto shall not have any consequences on the Purchase Price or the other terms and conditions of this Agreement; (d) not take any actions (includin...
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Related to Cooperation regarding the Merger Control Clearance Condition

  • Reporting Obligations and Regulatory Approvals Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Reporting Covenant Required Complies Quarterly consolidating financial statements Quarterly within 45 days Yes No Annual financial statement (CPA Audited) FYE within 150 days Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Quarterly Compliance Certificate Contemporaneously with delivery ofthe 10-Q and 10-K Yes No Annual operating budgets and annual financial projections FYE within 45 days Yes No

  • Exchange Control Notification Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. If there is an Australian bank assisting with the transaction, the Australian bank will file the report for the Participant. If there is no Australian bank involved in the transaction, the Participant must file the report.

  • Compliance Control Services (1) Support reporting to regulatory bodies and support financial statement preparation by making the Fund's accounting records available to the Trust, the Securities and Exchange Commission (the “SEC”), and the independent accountants. (2) Maintain accounting records according to the 1940 Act and regulations provided thereunder. (3) Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Trust in connection with any certification required of the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein. (4) Cooperate with the Trust’s independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Fund’s financial statements without any qualification as to the scope of their examination.

  • Reporting Covenants Required Complies Monthly Compliance Statement Monthly within 30 days Yes No Quarterly financial statements Quarterly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 60 days Yes No

  • Export Control Compliance User acknowledges that Center is an open laboratory for fundamental research that has many foreign persons as its employees and students. User understands and agrees that under no circumstances will User bring export control-listed items, or unpublished software source code or technical information in the form of defense articles or technical data regulated by the International Traffic in Arms Regulations (ITAR), to Center. Use of Center or facilities for activity subject to the ITAR, including the development, assembly or fabrication of defense articles identified on the US Munitions List, is prohibited.

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • Maternity Adoption and Parental Leave For the purposes of granting Maternity, Adoption and Parental Leave, the provisions of the Canada Labour Code and of its Regulations shall apply.

  • EDD Independent Subrecipient Reporting Requirements Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, Subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the State.” The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.” The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at xxxx://xxx.xxx.xx.xxx/Employer_Services.htm

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