Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. The Parties shall use their respective commercially reasonable efforts to obtain the authorizations, consents, waiting period expirations or terminations, Orders and approvals necessary or advisable for, and to avoid any Order which would block, their execution and delivery of, and the performance of their obligations pursuant to this Agreement, including their respective commercially reasonable efforts to obtain, prior to the Closing Date, all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and parties to Contracts with Arbutus or any of its Subsidiaries (including landlords) as are necessary for consummation of the transactions contemplated by this Agreement. The Parties shall coordinate and cooperate with one another and shall exchange and provide information to each other, subject to entering into a reasonable joint defense and confidentiality agreement, as necessary for this Article 6. The Parties shall use commercially reasonable efforts to supply such assistance as may be reasonably requested by each other in connection with the foregoing. Subject to applicable confidentiality restrictions or restrictions required by applicable Law, the Parties will notify each other promptly upon the receipt of any request by any officials of any Governmental Entity for information or the production of any documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide to the other Parties (or their respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable and acceptable to the Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, and memoranda submitted to any Governmental Entity regarding the transactions contemplated by this Agreement.

Filings and Authorizations. The Parties shall use their respective commercially reasonable efforts to obtain the authorizations, consents, waiting period expirations or terminations, Orders and approvals necessary or advisable for, and to avoid any Order which would block, their execution and delivery of, and the performance of their obligations pursuant to this Agreement, including their respective commercially reasonable efforts to obtain, prior to the Closing Date, all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and parties to Contracts with Arbutus or any of its Subsidiaries (including landlords) as are necessary for consummation of the transactions contemplated by this Subscription Agreement. The Parties shall coordinate and cooperate with one another and shall exchange and provide information to each other, subject to entering into a reasonable joint defense and confidentiality agreement, as necessary for this Article 67. The Parties shall use commercially reasonable efforts to supply such assistance as may be reasonably requested by each other another in connection with the foregoing. Subject to applicable confidentiality restrictions or restrictions required by applicable Law, the Parties will notify each other promptly upon the receipt of any request by any officials of any Governmental Entity for information or the production of any documents relating to an investigation of the transactions contemplated by this Subscription Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide to the other Parties others (or their the others’ respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Subscription Agreement. In addition, to the extent reasonably practicable and acceptable to the Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Subscription Agreement shall include representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, and memoranda submitted to any Governmental Entity regarding the transactions contemplated by this Subscription Agreement. Notwithstanding the foregoing, to the extent not precluded by MI 61-101, the Subscriber shall take all commercially reasonable steps to vote, or cause to be voted, the Offered Shares in favour of the special resolution approving the Articles of Amendment at the Company Meeting.

Filings and Authorizations. The Parties (a) Buyer and Seller shall use their respective commercially reasonable best efforts to obtain the all authorizations, consents, waiting period expirations or terminationsclearances, Orders and approvals necessary or advisable for, and to avoid any Order which would block, for their execution and delivery of, and the performance of their obligations pursuant to this Agreement, including their respective commercially reasonable efforts to obtain, prior to each Transaction Document and the Closing Date, all Licenses, consents, approvals, authorizations, qualifications Transactions. Seller and Orders of Governmental Entities and parties to Contracts with Arbutus or any of its Subsidiaries (including landlords) as are necessary for consummation of the transactions contemplated by this Agreement. The Parties Buyer shall coordinate and cooperate with one another in exchanging and shall exchange and provide providing such information to each other, subject other and in making the filings and requests referred to entering into a reasonable joint defense in this Section 7.3. Buyer and confidentiality agreement, as necessary for this Article 6. The Parties Seller shall use commercially reasonable best efforts to supply such reasonable assistance as may be reasonably requested by each any other Party in connection with the foregoing. Subject Each of Seller and Buyer (w) shall promptly notify the other Party of (and, at any other Party’s reasonable request, supply to applicable confidentiality restrictions such other Party a copy of) any material communication (or restrictions required by applicable Lawother correspondence or memoranda) from or to, the Parties will notify each other promptly upon the receipt of and any request by any officials of proposed understanding or agreement with, any Governmental Entity for information or the production Authority in respect of any documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide filings pertaining to the other Parties Transactions; (or their respective advisorsx) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable and acceptable to the Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and memoranda opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and proceedings with any Governmental Authority relating to such filings, including, subject to applicable Laws, permitting the other Party to review in advance any proposed material written communication to any such Governmental Entity Authority (redacted as appropriate to protect a Party’s competitively sensitive or confidential information) and incorporate the other Party’s reasonable comments; (y) agrees not to participate in any material meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning the Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend; and (z) shall comply, as promptly as is reasonably practicable, with any requests received by such Party from such Governmental Authority for additional information, documents or other materials. Any such disclosures, rights to participate or provisions of information by one Party to the other Party may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. (b) Without limiting the generality of the foregoing, each of Buyer and Seller shall, and shall cause their respective Affiliates to, use reasonable best efforts to (i) make or cause to be made, in consultation and cooperation with the other Party and as promptly as practicable, but in any event not later than 10 Business Days after the date hereof, filings of a Notification and Report Form pursuant to the HSR Act, which Notification and Report Form shall request early termination of the applicable waiting period; and (ii) secure the expiration or termination of any waiting periods under the HSR Act as promptly as practicable. Buyer shall be responsible for the payment of any filing fees under the HSR Act in connection with the Transactions. Buyer shall take any and all steps and make any and all undertakings reasonably necessary to avoid, eliminate or resolve any and all impediments under any Antitrust Law that may be asserted by any Governmental Authority or any other Person with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable. In furtherance of the foregoing, Buyer’s reasonable best efforts shall include agreeing to take any action as may be required by a Governmental Authority in order to (i) obtain all necessary consents, approvals and authorizations as soon as reasonably possible, and in any event before the Outside Date, or (ii) avoid the entry of, or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect as part of any Action and that prohibits, prevents or restricts consummation of the Transactions. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Buyer shall not be required under any circumstances to do or undertake any of the following if it would reasonably be considered to materially affect Buyer’s or its Affiliates’ ownership of, or freedom to operate the businesses or assets of Buyer, its Affiliates or the Company: (x) to propose, negotiate, commit to or effect, by consent decree, hold separate Order or otherwise, the sale, divestiture or disposition of any assets or businesses of Buyer, its Affiliates or the Company; or (y) to agree to any limitation on the conduct or businesses of Buyer, its Affiliates or the Company. In furtherance of the foregoing, it is understood and agreed by Seller that the sale, divestiture or disposition of any Terminal would materially affect Buyer’s or its Affiliates’ ownership of, or freedom to operate the businesses or assets of Buyer, its Affiliates or the Company (including the Business). (c) Without limiting the generality of the foregoing, the Parties agree to notify the Transactions to CFIUS pursuant to Section 721 and, in furtherance of the foregoing, the Parties will cooperate: (i) to prepare and submit a draft voluntary notice Filing in accordance with Section 721, within 20 Business Days after the date hereof, promptly provide CFIUS with any additional or supplemental information requested by CFIUS during such pre-Filing consultation period and after resolution of all questions and comments received from CFIUS on such draft Filing, promptly submit a final voluntary notice Filing; (ii) to promptly respond (and in any event respond no later than as required by CFIUS) to any request for additional information, documents or other materials; and (iii) with each other in connection with the CFIUS voluntary notice Filing and in connection with resolving any investigation or other inquiry of CFIUS. In connection with the foregoing, Seller and Buyer shall (1) give each other advanced notice of all meetings with any CFIUS official relating to the Transactions, (2) give each other an opportunity to participate in each of such meetings, (3) keep each other reasonable apprised with respect to any oral communications with any CFIUS officials regarding the transactions contemplated Transactions, (4) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications with a CFIUS official regarding the Transactions, (5) provide each other (or counsel of each Party, as appropriate) with copies of all written communications to or from any CFIUS official relating to the Transactions and (6) organize regular reviews with each other regarding the progress of the Filing. Any disclosures, rights to participate or provisions of information by one Party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. The Parties intend that, if required in connection with obtaining CFIUS Approval, that Buyer will reasonably consider, at Buyer’s discretion, appropriate mitigations as may be required by CFIUS, provided that any such mitigation not materially affect Buyer’s or its Affiliates’ ownership of, or freedom to operate the businesses or assets of Buyer, its Affiliates or the Company. (d) Unless this Agreement has been terminated in accordance with Article XI, if CFIUS Approval is not obtained on or before December 1, 2017, the Parties agree to meet and confer on December 15, 2017 regarding the status of CFIUS Approval. If the Parties mutually agree that there is a reasonable opportunity to receive CFIUS Approval on or before March 1, 2018, and all of the conditions set forth in Article IX and X, other than the conditions set forth in Sections 9.4 and 10.4 and those conditions that by their nature are to be satisfied at the Closing, have been satisfied or waived or are likely to be satisfied as of December 31, 2017, the Parties will agree to extend the Outside Date for one additional month (i.e., until January 31, 2018), and the Parties will confer and seek to reach agreement in good faith as to whether a change in the Outside Date merits a change in any other dates set forth in this Agreement. If CFIUS Approval is not obtained within 15 days prior to the expiration of that period, the process set forth in the foregoing sentence will be repeated. Although the Outside Date may be extended in accordance with the foregoing, the Parties currently contemplate they will not extend that date beyond March 1, 2018.

Filings and Authorizations. The Parties Each of Seller and Purchaser, as promptly as practicable, (i) shall use their respective commercially reasonable efforts make, or cause to obtain be made, all such filings and submissions under laws, rules and regulations applicable to it, as may be required to consummate the authorizationstransactions contemplated herein, consents, waiting period expirations or terminations, Orders and approvals necessary or advisable for, and to avoid any Order which would block, their execution and delivery of, and in accordance with the performance terms of their obligations pursuant to this Agreement, including their respective (ii) shall use all commercially reasonable efforts to obtain, prior or cause to the Closing Datebe obtained, all Licenses, consentsauthorizations, approvals, authorizations, qualifications Consents and Orders of waivers from all Governmental Entities and parties non-governmental Persons necessary to Contracts with Arbutus or any of its Subsidiaries (including landlords) as are necessary for consummation of be obtained by it, in order to consummate the transactions contemplated herein; provided, however, that, any provision hereof to the contrary notwithstanding, neither Seller nor Purchaser shall have any obligation to pay any fee to any third party (other than any lawful fees assessed by this Agreementa Governmental Entity) for the purpose of obtaining any Consent or any costs and expenses of any third party resulting from the process of obtaining such Consent and (iii) shall use commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for him, her or it to fulfill his, her or its obligations hereunder (including the satisfaction of the conditions to closing set forth in Section 6). The Parties Seller and Purchaser shall coordinate and cooperate with one another in exchanging such information and shall exchange and provide information to each other, subject to entering into a supplying such reasonable joint defense and confidentiality agreement, as necessary for this Article 6. The Parties shall use commercially reasonable efforts to supply such assistance as may be reasonably requested by each other in connection with the foregoing. Subject to applicable confidentiality restrictions or restrictions required by applicable Law, Each party shall promptly inform the Parties will notify each other promptly upon the receipt party of any request by any officials oral communication with, and provide copies of written communications with, any Governmental Entity for information regarding any filing or the production of submission. No party hereto shall independently participate in any documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide to the other Parties (or their respective advisors) upon request copies of all correspondence between such Party and formal meeting with any Governmental Entity relating to in respect of any filing, investigation or other inquiry conducted in connection with the contemplated transactions contemplated by this Agreement. In additionwithout giving the other parties hereto prior notice of the meeting and, to the extent reasonably practicable and acceptable to the permitted by such Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject opportunity to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, and memoranda submitted to any Governmental Entity regarding the transactions contemplated by this Agreementattend and/or participate.