Filings, Authorizations and Consents Sample Clauses

Filings, Authorizations and Consents. (a) The Company, Sellers and Purchaser shall, as promptly as practicable, take all commercially reasonable actions required in order to obtain the Competition Clearance, including promptly making all filings with MOFCOM or other Governmental Entity under any applicable Antitrust Law, promptly providing all information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate with each other in connection therewith, including, to the extent permitted by applicable Law, providing copies of any such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith. Each of the Company and Sellers shall use its commercially reasonable efforts to furnish to Purchaser, and Purchaser shall use its commercially reasonable efforts to further to the Company and the Seller Representative, all such information and assistance as may reasonably be required in connection therewith. Each of the Company and Sellers shall, to the extent permitted by applicable Law, promptly inform Purchaser, and Purchaser shall, to the extent permitted by applicable Law, promptly inform the Company and the Seller Representative, of any communications with (and provide copies of any written communications), and the status of any inquiries or requests for additional information from, MOFCOM or any other Governmental Entity and shall comply promptly with any such inquiry or request. Each of the Company, Sellers and Purchaser shall use its commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Entity with respect to the Transaction under the PRC Antitrust Law and any other Antitrust Law. Each such Party shall use its commercially reasonable efforts to obtain any clearance required under applicable Law for the consummation of the transactions contemplated hereby as promptly as practicable.
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Filings, Authorizations and Consents. (a) Company and Purchaser shall, as promptly as practicable, and in any event within ten days of the date of this Agreement, cause to be filed with the Antitrust Division of the Department of Justice and the Federal Trade Commission the notification and report form pursuant to the HSR Act required for the transactions contemplated by this Agreement. Company and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR Act. Company and Purchaser shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, such Governmental Entity and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Company and Purchaser shall keep each other timely apprised of the status of any substantive communications with, and any substantive inquiries or requests for additional information from such Governmental Entity, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any substantive meeting, whether in person or telephonically, with any Governmental Entity in respect of any such filings, investigation or other inquiries unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat.
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Filings, Authorizations and Consents. (a) Subject to the terms and conditions herein, each party hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper, and advisable under applicable Law to consummate and make effective as promptly as practicable the transactions contemplated under this Agreement and the documents related hereto. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. EXECUTION
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Filings, Authorizations and Consents. (a) Each Party shall, as promptly as practicable, take all commercially reasonable actions and use its best efforts to make requisite filings, applications and registrations and to obtain requisite approvals, authorizations and consents, in connection with the First Tranche, the Second Tranche, the matters contemplated under this Agreement and any updating of Permits of the Company reflecting the Company's new name during the Interim Period.
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Filings, Authorizations and Consents. Each of the Sellers and each of Buyers, within five Business Days after the date hereof, shall (i) file or supply, or cause to be filed or supplied, at their own expense, all notifications and information required to be filed or supplied by such Seller or Buyer pursuant to the HSR Act in connection with the sale and transfer of the Assets pursuant to this Agreement; and (ii) request early termination of the waiting period under the HSR Act. Each of the Sellers and each of Buyers, as promptly as practicable, shall (i) make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to such Seller or Buyer, as may be required for it to consummate the transfer of the Assets in accordance with the terms of this Agreement; (ii) use its reasonable best efforts to obtain, or cause to obtain, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained by it, or its subsidiaries
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Filings, Authorizations and Consents. (a) The Sellers shall, and the Sellers shall cause the Target Group and each Circular 75 Security Holder (if any) to, as promptly as practicable, make all requisite filings, applications and registration, and obtain requisite approvals, authorizations and consents, in connection with the matters and transactions (including the Reorganization) contemplated by this Agreement or the other Transaction Documents, including promptly making all filings with all relevant Governmental Authorities under applicable Law, promptly providing all information requested or required in connection therewith, and promptly responding to all inquiries, and cooperate with each other in connection therewith. The Sellers shall, and shall cause the Target Group, and each Circular 75 Security Holder (if any) to, furnish to the Buyer all such information and assistance as may reasonably be required in connection with all such foregoing filings, application and registrations.
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Filings, Authorizations and Consents. (a) Subject to the terms and conditions of this Agreement, each of Purchaser and Parent and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare or cause to be prepared as promptly as practicable all documentation, to make or cause to be made all filings with and to obtain all Consents and Permits from all Governmental Authorities required to consummate the Share Sale and the other transactions contemplated hereby and by the Ancillary Agreements (such Consents and Permits, including the Bank Act Approval, the Competition Act Approval, the Bank OSFI Approval, to the extent required, and the Mutual Fund and Securities Regulatory Approvals, collectively, the “Requisite Regulatory Approvals”), it being understood that it shall be the primary responsibility of Sellers (with Purchaser’s cooperation) to procure the Consents listed in clauses (iv) and (v) of the definition of the term “Seller Regulatory Consents”, and shall make all necessary filings in respect of the Requisite Regulatory Approvals relating to the Share Sale as promptly as practicable, but in any event within ten (10) Business Days after the date hereof (in the case of Purchaser assuming the full cooperation of the Sellers, and in the case of the Sellers assuming the full cooperation of Purchaser). Each of Purchaser and Parent shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case subject to applicable Laws relating to the exchange of such information, with respect to all non-confidential, material written information submitted to any third party or any Governmental Authority in connection with any Requisite Regulatory Approval. In exercising the foregoing right, each of Purchaser and Parent and their respective Subsidiaries shall act reasonably and as promptly as practicable, but in any event, Purchaser shall use its reasonable best efforts to respond to any inquiry from any Governmental Authority in connection with any Requisite Regulatory Approval within five (5) Business Days after receipt thereof. With respect to obtaining all material Requisite Regulatory Approvals, each of Purchaser and Parent shall promptly cooperate and consult with the other with respect to the preparation and submission of any filings with a Governmental Authority, including by providing to the other party or its outside legal counsel (i) an opportunity to review and provide input into drafts of such fi...
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Related to Filings, Authorizations and Consents

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Filings and Consents Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Authorizations and Filings No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement, the Note or the other Loan Documents, consummation of the transactions herein or therein contemplated or performance of or compliance with the terms and conditions hereof or thereof.

  • No Conflict; Required Filings and Consents (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Mergers (subject to the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Required Vote) and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the Company Memorandum, or the equivalent organizational documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 4.05(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 5.05(b), conflict with or violate any Law applicable to the Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which the Company or any of its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of the Company or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • No Conflicts; Required Filings and Consents (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

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