Filings and Applications. Each party shall cooperate fully with the other party in furnishing any necessary information required in connection with (i) the preparation, distribution and filing with the Securities and Exchange Commission ("SEC"), in each case, if necessary, of a proxy statement, an information statement, and any other filing or document required by the SEC, and (ii) the preparation, distribution and filing of any filings, applications and notices which may be required by other federal, state and local governmental or regulatory agencies or stock exchanges in any jurisdiction, including the United States and Canada.
Filings and Applications. (a) Each of Seller and Buyer shall use its reasonable commercial efforts and shall fully cooperate with the other to make promptly all registrations, filings and applications, give all notices and obtain all governmental and third party permits, authorizations, consents, approvals, orders, qualifications and waivers which are necessary or desirable for the consummation of the transactions contemplated hereby (collectively, the "Consents"), and each party shall keep the other party fully apprised of its actions with respect to all of the foregoing.
(b) If applicable, within five (5) Business Days of this Agreement, Buyer and Seller shall each file or cause to be filed with the 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 herein and will each bear the costs and expenses of their respective filings. Buyer will pay the filing fee therefore. Each of Buyer and Seller will use its respective good faith efforts 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, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein, and each party shall keep the other party fully apprised of its actions with respect to all of the foregoing.
Filings and Applications. (a) As soon as reasonably practicable following the date hereof, the Seller shall use its reasonable commercial efforts to obtain statements in writing from each the TSX and Alternext approving the transactions contemplated by this Agreement and stating that any shareholder approval required in connection with the consummation of the transactions contemplated by this Agreement under the rules of TSX or Alternext, as the case may be, are waived and/or shall not be required, the “Transaction Approval”).
(b) The Purchaser and Seller agree as follows with respect to the Competition Act Approval:
(i) Each of the Seller and the Purchaser and/or any of their respective affiliates or subsidiaries, as applicable, covenant and agree to proceed diligently, in a coordinated fashion, and shall use all of their respective commercially reasonable efforts, and shall cooperate with each other, to make and obtain the Competition Act Approval, including, (1) as promptly as practicable after the date of execution of this Agreement, and in any event no later than 5 Business Days after the date hereof, the Purchaser’s counsel shall prepare and provide to the Commissioner a request for an Advance Ruling Certificate including a request, in the alternative, that the Commissioner waive, pursuant to subsection 113(c) of the Competition Act, the obligation to give the requisite notice and promptly furnish any additional information requested under the Competition Act or, if requested by the Purchaser or the Commissioner, the Purchaser and the Seller shall promptly file a short-form or long-form notice pursuant to section 114 of the Competition Act (alternately or collectively, the Advance Ruling Certificate and / or the short form or long form notice, the “Competition Filing”); and (2) comply at the earliest practicable date with any and all requests for additional information or documentary material received by the Seller or the Purchaser or any of their affiliates or subsidiaries from the Commissioner or her representatives in connection with the Competition Filing.
(ii) The Seller and Purchaser each be responsible for paying half of the applicable filing fee (including applicable taxes) in connection with the Competition Act Approval (the “Filing Fee”).
(iii) Each Party shall supply the other with copies of all written material supplied or filed by it after the date hereof under the Competition Act, including any notification under such Act, forthwith after such material is suppli...
Filings and Applications. As soon as reasonably practicable following the date hereof, the Seller shall use its reasonable commercial efforts to obtain approval of the transactions contemplated by this Agreement from each of the TSX and NYSE-MKT without the requirement for any approval from the shareholders of the Seller, it being understood that the Seller shall not be obligated to proceed with the transaction contemplated by the Agreement if shareholder approval is required by the TSX or NYSE- MKT.
Filings and Applications. Each party shall cooperate fully with the other party in furnishing any necessary information required in connection with the preparation, distribution and filing of any filings, applications and notices which may be required by federal, state and local governmental or regulatory agencies.
Filings and Applications. Each party to this Agreement shall cooperate fully with the other parties to the Agreement in furnishing any necessary information required in connection with the preparation, distribution and filing of any filings, applications and notices which may be required by federal, state and local governmental or regulatory agencies (other than the HSR Act compliance discussed in Section 13.1) NASDAQ or stock exchanges in any jurisdiction in connection with the transactions contemplated hereby.
Filings and Applications. Cooperate fully with Knockout in furnishing any necessary information required in connection with the preparation, distribution and filing of any filings, applications and notices which may be required by federal, state and local governmental or regulatory agencies AUTHORIZATION
Filings and Applications. Cooperate fully with United in furnishing any necessary information required in connection with the preparation, distribution and filing of any filings, applications and notices which may be required by federal, state and local governmental or regulatory agencies.
Filings and Applications. As of the date of this Master Agreement the Parties shall conduct an analysis to determine whether the Transaction must be filed with any Anti-Trust Authorities. In the context of such analysis, the Parties undertake to cooperate as described in Section 5.1.3. Within fifteen (15) days from the date hereof, Regis Netherlands shall consult with the French competition authorities (DGCCRF) regarding the Transaction and confirm in writing to the FP Group and Artal whether or not a filing of the terms of the Transaction is required by the French competition authorities. In the event such filing were required, the Parties should use their best effort to file the appropriate documentation within thirty (30) days from Regis Netherlands notice with the French competition authorities. The clearances which may have to be obtained from the Anti-trust Authorities are hereinafter collectively referred to as the “Anti-trust Clearances”.
Filings and Applications. The parties shall cooperate fully in furnishing any necessary information required in connection with consummating the transactions contemplated by this Agreement including the preparation, distribution and filing of (a) any document required by the SEC, (b) the pre-acquisition, distribution and filing of: (i) any document required by the SEC; (ii) the pre-acquisition application and all required supplementary documents with the Department of Education; (iii) the change of ownership application and all required supplementary documents with the BPSS; (iv) the application and all required supplementary documents with the ACICS; and (v) any filings, applications and notices which may be required by other federal, state and local governmental or regulatory agencies or stock exchanges in any jurisdiction.
