Filings and Submissions. (a) No later than 30 (thirty) Business Days following the date of this Agreement, but subject to Section 5.1.2(c), Buyer, and to the extent required under applicable Law, Seller, shall make all filings and submissions (including where applicable, in draft form) to procure that the condition precedent set forth in Section 3.2.1
(a) is satisfied as soon as possible after the date of this Agreement.
(b) Subject to any constraints under applicable Law, Seller shall provide Buyer and Buyer shall provide Seller with all information reasonably necessary for such filings and submissions.
(c) No Party shall make any such filings or submissions without the prior consent of the other Party, such consent not to be unreasonably withheld or delayed. Buyer shall provide Seller with the final drafts of all such filings and|or submissions within reasonable time before their planned filing or submission in order to allow Seller and its advisers to comment on any filings and|or submissions before their actual filing or submission and Buyer shall consider such comments as Buyer solely determines in good faith. Buyer shall have the principal responsibility for devising and implementing the strategy for obtaining all clearances under all Merger Control Laws, including decisions as to the timing of filings, and shall take the lead in all communications with any Governmental Authority in connection with obtaining all clearances under all Merger Control Laws.
(d) The Parties each undertake, to the extent permissible under applicable Law, to keep the other informed as to progress towards satisfaction of the condition precedent set forth in Section 3.2.1
(a) and shall for this purpose:
i. promptly (but in any case within two Business Days) notify the other Party (and provide copies or, in the case of non-written communications, material details) of any material communications with any Governmental Authority relating to any required Governmental Approval where such communications have not been independently or simultaneously supplied to the other;
ii. where reasonably requested and where permitted by the relevant Governmental Authority, allow persons nominated by the other Party to attend all meetings with the Governmental Authority and, where appropriate as Buyer solely determines, to make oral submissions at such meetings; and
iii. regularly review with the other Party the progress of any notifications or filings with a view to obtaining the Governmental Approvals at the earliest r...
Filings and Submissions. No later than thirty (30) Business Days following the date of this Agreement, Buyer and, if so required by applicable law, Sellers, shall make all filings and submissions required pursuant to Exhibit 3.2.1
(a) In order to obtain the requisite approval for the transactions contemplated by this Agreement under applicable merger control laws, both parties shall:
(i) reasonably cooperate with the other party in the preparation of the filings and submissions and in connection with any filing, submission, investigation or inquiry;
(ii) provide the other party with all documents and other information and such assistance as is reasonably necessary to make the filings and submissions as soon as possible;
(iii) consult with the other party before making any filings and submissions;
(iv) supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable laws and take all other procedural actions required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire;
(v) promptly provide the other party with copies of any written communication received from or sent to (or written summaries of any Stock Purchase Agreement Share Purchase Agreement DiaMed Holding AG non-written communication) the competent authorities in connection with any filing, submission, investigation or inquiry.
Filings and Submissions. ITEC shall, with CSI's cooperation and participation, (i) prepare and file with the Commission as soon as reasonably practicable such filings with the Commission as may be necessary and/or required with respect to the transactions contemplated by this Agreement under the Securities Act or the Exchange Act, as applicable, and (ii) take all such action as may be required under state blue sky or securities laws in connection with the transactions contemplated by this Agreement. CSI and ITEC shall each furnish to one another and one another's counsel all such information as may be required for the effectuation of the foregoing actions, and each represents and warrants to the other that no information furnished in connection with such actions or otherwise in connection with the consummation of the Merger and the other transactions contemplated by this Agreement with respect to itself will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in the circumstances under which it is so furnished, not misleading. CSI and ITEC shall each promptly notify the other if at any time before the Effective Time it becomes aware of filing or submission, whether to the Commission or others, contains information pertaining to it, an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, CSI and ITEC shall together prepare a supplement or amendment to such filing or submission which corrects such misstatement or omission, and shall cause the same to be filed with the Commission or others as necessary.
Filings and Submissions. No Party shall make any filings or submissions without the prior consent of the other Party (such consent not to be unreasonably withheld or delayed), provided, however, that the Buyer and the Buyer's parent corporation may make filings as required under applicable law and/or the relevant rules of the stock exchange on which the Buyer's parent corporation is trading.
Filings and Submissions. As soon as practicable, but in any event no later than 15 (fifteen) Business Days after the date hereof, the Buyer and its legal advisors shall prepare the merger control filings, applications and submissions pursuant to Annex 3.3 and in accordance with applicable laws (the “Merger Control Approvals”) and make all filings pursuant to Annex 3.3 no later than 15 (fifteen) Business Days after the date hereof. Each Party shall procure that the other Party is provided with all necessary information, documentation and reasonable assistance as may be necessary to make the filings, applications and submissions pursuant to Annex 3.3. None of the Parties, their Affiliates or advisors shall, without the prior consent of the other Party (such consent not to be unreasonably withheld or delayed), make any filings, applications, submissions or correspondence to any merger control authority or hold any meeting or substantial conversation with any authority in relation to the merger control procedures set forth in Annex 3.3, unless the other Party participates in or is represented at such meeting or conversation.
Filings and Submissions. In connection with and without limiting the generality of the foregoing Article 5.1:
(a) Nuance shall, as promptly as reasonably practicable, but in any event, within fifteen (15) Business Days after the date of this Agreement, make all filings and submissions required to be made by it pursuant to Article 6.2.1(a), and the Sellers’ Representative and the Sellers shall promptly cooperate, and cause the Group Companies to promptly cooperate, with Nuance, and provide all necessary information and assistance reasonably requested by Nuance, in each case in connection with such filings and submissions; it being understood that if the Sellers’ Representative or the Sellers fail to fully and promptly cooperate with Nuance or to provide the information and assistance reasonably requested by Nuance, Nuance shall be under no obligation to make any such filings within fifteen (15) Business Days after the date of this Agreement.
(b) In the case of a filing or submission that is the legal responsibility of Nuance and the Sellers and|or the Company, Nuance shall not make any filing or submission without prior consultation with the Sellers’ Representative, and the Sellers and the Company shall not make any filing or submission without prior consultation with the Parent (in each case, such consultation not to be unreasonably withheld or delayed).
(c) Parent may, in its sole discretion, on behalf of and in the name of the Sellers and the Company, obtain a ruling from the Tax Authorities of the Canton of Zürich (Kantonales Steueramt Zürich) and|or the Federal Tax Authorities (Eidgenössische Steuerverwaltung) confirming that that the merger as contemplated in Article 6.4 does not constitute an indirect partial liquidation under Article 8.2, and the Sellers’ Representative and the Sellers shall promptly cooperate, and cause the Group Companies to promptly cooperate, with Nuance, and provide all necessary information and assistance reasonably requested by Nuance for such filing with the Cantonal and Federal Tax Authorities.
(d) Each Party shall take all reasonable steps to avoid any suit, claim, action, investigation or proceeding and, in addition, defend against any suits, claims, actions, investigations or proceedings, whether judicial or administrative (including by seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), in each case challenging the Acquisition or seeking to enjoin or prevent the consumm...
Filings and Submissions. No later than 20 (twenty) Business Days following the date of this Agreement, Buyer and, if requested, Sellers shall make (if permitted under applicable law) all filings and submissions required pursuant to Article 4.2.1(a). Sellers shall provide Buyer and Buyer shall provide Sellers with all the information necessary for the filings and submissions. No Party shall make any filings or submissions without the prior consent of the other Party (such consent not to be unreasonably withheld or delayed).
Filings and Submissions. Promptly after the date of this Agreement, Buyer shall make (if permitted under applicable law) or prepare all necessary filings with and submissions to governmental, regulatory or administrative agencies or any other third parties that are required for the consummation of the transactions contemplated by this Agreement. Seller and the Controlling Shareholders shall use their commercially reasonable best efforts to assist Buyer in making or preparing such filings and submissions. Such filings shall include, without limitation:
(a) all filings and submissions required under the relevant Merger Control Laws;
(b) all filings and submissions required to be made with the Swiss regulatory authorities to procure for the valid transfer to or assumption by Buyer of retrans- 20 -20- mission licenses and telecommunications licenses under the Swiss Radio and Television Act;
(c) all filings and submissions required to be made with the Austrian regulatory authorities to procure for the valid transfer to or assumption by Buyer of all licenses and permits under applicable law necessary to for Buyer to continue to conduct the business of the Cablecom Group in Austria as the same Is presently being conducted;
(d) all filings and submissions with third parties to material agreements where the approval of such third parties is necessary to continue such material agreements (to the extent Buyer is aware of its obligation to make such filings and submissions);
(e) all filings and submissions required for the transfer of the Related Cablecom Assets and the Related Cablecom Contracts (to the extent Buyer is aware of its obligation to make such filings and submissions). No party shall make any filings or submissions to any authorities or third parties without the prior consent of the other party or parties (such consent not to be unreasonably withheld or delayed).
Filings and Submissions. (a) The parties shall undertake their respective Reasonable Best Efforts to make all filings and submissions required pursuant to Article 4.2.1
(a) as soon as reasonably possible after the date hereof. No party shall make any filings or submissions without the prior consent of the other party (such consent not to be unreasonably withheld or delayed).
(b) The parties agree to duly cooperate with respect to any merger control notification proceedings in order to obtain timely approval.
Filings and Submissions. Buyer agrees with Sellers that Buyer will make or cause to be made all filings and submissions required by it under any Law applicable to Buyer required for the consummation of the transactions contemplated by this Agreement; PROVIDED, that neither Buyer nor St. Jude will be required to dispose of, hold separately or make any change in, any portion of its business or assets (or the business or assets of the Company or any Subsidiary).
