Common use of Filings, Etc Clause in Contracts

Filings, Etc. From the date hereof to the Closing Date, Buyer will, as promptly as practicable, but in no event later than fifteen days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer or its Affiliates pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (the “Requisite Regulatory Approvals”), including but not limited to filings pursuant to the Change in Bank Control Act, the Colorado Revised Statutes, or as required by the OCC, the FDIC, or any other Governmental Authority, if applicable. The Seller will have the right to review in advance, and to the extent practicable Buyer will consult with the Seller, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals; provided, that Buyer’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Buyer, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates and give such undertakings or otherwise use its reasonable best efforts as may be required for Buyer and its Affiliates to consummate the transactions contemplated hereby. Buyer shall use its commercially reasonable efforts to promptly obtain any Governmental Approvals for the consummation of this transaction and shall keep Seller apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any antitrust filing fees (if required).

Filings, Etc. From the date hereof to the Closing Date, Buyer will, as promptly as practicable, but in no event later than fifteen days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer or its Affiliates pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (the “Requisite Regulatory Approvals”), including but not limited to filings pursuant to the Change in Bank Control Act, the Colorado Revised Statutes, the HSR Act, or as required by the OCC, the FDIC, or any other Governmental Authority, if applicable. The Seller will have the right to review in advance, and to the extent practicable Buyer will consult with the Seller, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals; provided, that Buyer’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Buyer, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates and give such undertakings or otherwise use its reasonable best efforts as may be required for Buyer and its Affiliates to consummate the transactions contemplated hereby. Buyer shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the consummation of this transaction and shall keep Seller apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any filing fee under the HSR Act and any similar foreign antitrust filing fees fee (if required).

Filings, Etc. From the date hereof to the Closing Date, Buyer Seller will, as promptly as practicable, but in no event later than fifteen 30 days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer Seller or its Affiliates Target Company pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (including the “Requisite Regulatory Approvals”Stock Sale and the Reorganization), including but not limited to filings pursuant to the Change in Bank Control ActHSR Act and all other Required Seller Approvals; provided, that Buyer will have sole responsibility for initiating communication with the Colorado Revised Statutes, FTC or as required by the OCC, the FDIC, or any other Governmental Authority, if applicableDOJ. The Seller Buyer will have the right to review in advance, and to the extent practicable Buyer Seller will consult with the SellerBuyer, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvalssuch filings; provided, that BuyerSeller’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, BuyerSeller, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer Seller or its Affiliates and give such undertakings or otherwise use its reasonable best efforts Target Company, as may be required for Buyer and its Affiliates Seller to consummate the transactions contemplated herebyhereby (including, without limitation, the Stock Sale and the Reorganization). Buyer Seller shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the consummation of this transaction and shall keep Seller Buyer apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer Seller shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any antitrust filing fees (if required).

Filings, Etc. From the date hereof to the Closing Date, Buyer Seller will, as promptly as practicable, but in no event later than fifteen days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer Seller or its Affiliates the Target Companies pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (hereby; provided, that Buyer will have sole responsibility for initiating communication with the “Requisite Regulatory Approvals”), including but not limited to filings pursuant to FTC or the Change in Bank Control Act, the Colorado Revised Statutes, or as required by the OCC, the FDIC, or any other Governmental Authority, if applicableDOJ. The Seller Buyer will have the right to review in advance, and to the extent practicable Buyer Seller will consult with the SellerBuyer, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvalssuch filings; provided, that BuyerSeller’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, BuyerSeller, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer Seller or its Affiliates and give such undertakings or otherwise use its reasonable best efforts the Target Companies, as may be required for Buyer and its Affiliates Seller to consummate the transactions contemplated hereby. Buyer Seller shall use its commercially reasonable efforts to promptly obtain any Governmental Approvals required for the consummation of this transaction and shall keep Seller Buyer apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer Seller shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any antitrust filing fees (if required).

Filings, Etc. From the date hereof to the Closing Date, Buyer will, as promptly as practicable, but in no event later than fifteen days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer or its Affiliates pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (the “Requisite Regulatory Approvals”), including but not limited to filings pursuant to the Colorado Revised Statutes, the Change in Bank Control Act, the Colorado Revised Statutes, or as required by the OCC, the FDIC, or any other Governmental Authority, if applicable. The Seller will have the right to review in advance, and to the extent practicable Buyer will consult with the Seller, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals; provided, that Buyer’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Buyer, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates and give such undertakings or otherwise use its reasonable best efforts as may be required for Buyer and its Affiliates to consummate the transactions contemplated hereby. Buyer shall use its commercially reasonable efforts to promptly obtain any Governmental Approvals required for the consummation of this transaction and shall keep Seller apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any antitrust filing fees (if required).

Filings, Etc. From Whenever required under Section 4.05(a) or (b) to use its best efforts to effect the date hereof to registration of any Common Stock, the Closing Date, Buyer willCompany shall, as promptly expeditiously as practicable, but in no event later than fifteen days following the date of this Agreement, possible: (i) prepare and file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer or its Affiliates pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (the “Requisite Regulatory Approvals”), including but not limited to filings pursuant to the Change in Bank Control Act, the Colorado Revised Statutes, or as required by the OCC, the FDIC, or any other Governmental Authority, if applicable. The Seller will have the right to review in advance, and to the extent practicable Buyer will consult with the Seller, in each case subject to Applicable Laws relating to the exchange of information, Commission a registration statement with respect to all material written information submitted such Common Stock and use its best efforts to any third party or any Governmental Authority cause such registration statement to become and remain effective for the period of the distribution contemplated thereby determined as provided in Section 4.05(c)(ix); (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with the Requisite Regulatory Approvals; provided, that Buyer’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Buyer, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates and give such undertakings or otherwise use its reasonable best efforts therewith as may be required for Buyer necessary to comply with the provisions of the 1933 Act with respect to the disposition of all Common Stock covered by such registration statement; (iii) furnish to any Stockholders selling pursuant to such registration statement (a "PARTICIPATING STOCKHOLDER") such number of copies of the registration statement and its Affiliates to consummate the transactions contemplated hereby. Buyer shall prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto in conformity with the requirements of the 1933 Act, and such other documents and information) as such Participating Stockholders may reasonably request; (iv) use its commercially reasonable best efforts to promptly obtain any Governmental Approvals register or qualify the Common Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions within the United States and Canada as shall be reasonably appropriate for the consummation distribution of the Common Stock covered by the registration statement; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not, but for the requirements of this transaction Section 4.05(c)(iv), be obligated to do so; and shall keep Seller apprised in all material respects of the status of any communications withPROVIDED, and any inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request; providedFURTHER, that Buyer the Company shall not be required to qualify such Common Stock in any jurisdiction in which the securities regulatory authority requires that any Participating Stockholder submit any shares of its Common Stock to the terms, provisions and restrictions of any escrow, lockup or similar agreement or consent to sell Common Stock in such jurisdiction unless such Participating Stockholder agrees to do so; (v) promptly notify each Participating Stockholder, at any time when a prospectus relating thereto is required to be delivered under the divestiture 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such Participating Stockholder promptly prepare and furnish to such Participating Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; (vi) furnish, if the method of distribution is by means of an underwriting, on the date that the shares of Common Stock are delivered to the underwriters for sale pursuant to such registration, or if such Common Stock is not being sold through underwriters, on the date that the registration statement with respect to such shares of Common Stock becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Common Stock is not being sold through underwriters, then to the Participating Stockholders, as to such matters as such underwriters or such Participating Stockholders, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) a letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Common Stock is not being sold through underwriters, then to the Participating Stockholders (i) stating that they are independent certified public accountants within the meaning of the 1933 Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and (ii) covering such other financial matters (including information as to the period ending not more than 5 business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters or such participating Stockholders, as the case may be, may reasonably request and as would be customary in such a transaction; (vii) enter into customary agreements (including, if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of any the Common Stock to be so included in the registration statement; (viii) comply with all applicable rules and regulations of the Commission, and make available to its or its Affiliates’ assets or security holders, as soon as reasonably practicable, but not later than 15 months after the effective date of the registration statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the 1933 Act; and (ix) the period of distribution of Common Stock in a firm commitment underwritten public offering shall be deemed to consent to extend until each underwriter has completed the distribution of all shares of Common Stock purchased by it, and the period of distribution of Common Stock in any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer registration shall be responsible for deemed to extend until the payment earlier of any antitrust filing fees (if required)the sale of all Common Stock covered thereby and one year after the effective date thereof.

Filings, Etc. From the date hereof to the Closing Date, Buyer Seller will, as promptly as practicable, but in no event later than fifteen 30 days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer Seller or its Affiliates Target Company pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (including the “Requisite Regulatory Approvals”Stock Sale and the Reorganization), including but not limited to filings pursuant to the Change in Bank Control ActHSR Act and all other Required Seller Approvals; provided, that Buyer will have sole responsibility for initiating communication with the Colorado Revised Statutes, FTC or as required by the OCC, the FDIC, or any other Governmental Authority, if applicableDOJ. The Seller Buyer will have the right to review in advance, and to the extent practicable Buyer Seller will consult with the SellerBuyer, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvalssuch filings; provided, that Buyer’s Seller's 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, BuyerSeller, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer Seller or its Affiliates and give such undertakings or otherwise use its reasonable best efforts Target Company, as may be required for Buyer and its Affiliates Seller to consummate the transactions contemplated herebyhereby (including, without limitation, the Stock Sale and the Reorganization). Buyer Seller shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the consummation of this transaction and shall keep Seller Buyer apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer Seller shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ ' assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any antitrust filing fees (if required).

Filings, Etc. From the date hereof to the Closing Date, Buyer Seller will, as promptly as practicable, but in no event later than fifteen days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer or its Affiliates Seller pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (hereby; provided that Buyer will have sole responsibility for initiating communication with the “Requisite Regulatory Approvals”), including but not limited to filings pursuant to FTC or the Change in Bank Control Act, the Colorado Revised Statutes, or as required by the OCC, the FDIC, or any other Governmental Authority, if applicableDOJ. The Seller Buyer will have the right to review in advance, and to the extent practicable Buyer Seller will consult with the SellerBuyer, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvalssuch filings; provided, provided that BuyerSeller’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, BuyerSeller, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates and give such undertakings or otherwise use its reasonable best efforts Seller as may be required for Buyer and its Affiliates Seller to consummate the transactions contemplated hereby. Buyer Seller shall use its commercially reasonable efforts to promptly obtain any Governmental Approvals required for the consummation of this transaction and shall keep Seller Buyer apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer that, Seller shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any antitrust filing fees (if required).

Filings, Etc. From the date hereof to the Closing Date, Buyer Seller will, as promptly as practicable, but in no event later than fifteen days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer Seller or its Affiliates the Target Companies pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (the “Requisite Regulatory Approvals”)hereby, including but not limited to filings pursuant to the Change in Bank Control HSR Act; provided, that Buyer will have sole responsibility for initiating communication with the Colorado Revised Statutes, FTC or as required by the OCC, the FDIC, or any other Governmental Authority, if applicableDOJ. The Seller Buyer will have the right to review in advance, and to the extent practicable Buyer Seller will consult with the SellerBuyer, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvalssuch filings; provided, that BuyerSeller’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, BuyerSeller, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer Seller or its Affiliates and give such undertakings or otherwise use its reasonable best efforts the Target Companies, as may be required for Buyer and its Affiliates Seller to consummate the transactions contemplated hereby. Buyer Seller shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the consummation of this transaction and shall keep Seller Buyer apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from from, any Governmental Authority and shall comply promptly with any such inquiry or request; provided, that Buyer Seller shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any antitrust filing fees (if required).