Filings with Governmental Authorities Sample Clauses

Filings with Governmental Authorities. Subject to Section 6.8: (a) Honeywell and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant to the HSR Act required for the transactions contemplated hereby and cause to be filed with the relevant Governmental Authorities (“Other Competition Authorities”) the other filings contemplated by Section 4.3(b)(ii) and Section 5.3(b)(ii) (“Other Competition Filings”), and shall use commercially reasonable efforts to obtain early termination of the applicable waiting period or expedited review, as applicable, of such notifications and related materials. The Sellers and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR Act and applicable Laws governing the Other Competition Filings (“Other Competition Law”). The Sellers, on the one hand, and Purchaser, on the other hand, 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, the FTC, the DOJ or the Other Competition Authorities 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 or the Other Competition Laws. The Sellers, on the one hand, and Purchaser, on the other hand, shall keep each other timely appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ or the Other Competition Authorities, and shall comply promptly with any such inquiry or request. No party shall agree to participate in any meeting with any Governmental Authority 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 Authority, gives the other party the opportunity to attend and participate thereat. (b) Purchaser shall take as promptly as reasonably practicable any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, provincial, local or foreign antitrust or competition authority so as to enable the parties to expeditiously close ...

Filings with Governmental Authorities. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall give all notices to, make all filings with, and use their respective reasonable best efforts to obtain, all authorizations, waiting period terminations and expirations, consents and approvals of any Governmental Authority required in connection with the matters contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as promptly as practical, but in any event within ten (10) Business Days following the execution and delivery of this Agreement, and (ii) file comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by other applicable Antitrust Laws or investment act laws in connection with this Agreement within twenty (20) calendar days (or sooner if due sooner), as listed on Schedule 5.2(a)(ii) hereof. Parent and Merger Sub shall be responsible for paying all filing fees in connection with the foregoing filings with Governmental Authorities (other than filing fees in connection with LFA Approvals which shall be paid 50% by Parent or Merger Sub and 50% by the Company). Without limiting the generality of the foregoing, and except for filings required from each party under the HSR Act, the parties agree that Parent shall make (with the reasonable cooperation of the Company) all pre-merger and post-merger notification filings, forms and submissions with any Governmental Authority that are required by applicable Antitrust Laws or investment act laws. (b) The reasonable best efforts of each of Parent and the Company shall include (i) reasonably cooperating and coordinating with the other in the making of such filings; (ii) promptly supplying the other with any information that may be required in order to make such filings; (iii) subject to the first sentence of Section 5.2(c), supplying any additional information that may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any applicable law; and (iv) subject to S...

Filings with Governmental Authorities. Promptly after the same are sent, copies of all financial statements and reports that the Transferor or the Issuer may make to, or file with, the Securities and Exchange Commission or any successor or analogous governmental authority;

Filings with Governmental Authorities. 9.2.1 Adolor Products in the United States. Adolor will be solely ------------------------------------ responsible for and will use Commercially Reasonable Efforts in applying for, obtaining and maintaining Investigational Authorizations and Marketing Authorizations for the Adolor Products in the United States, including without limitation the responsibility for applying for price approvals for the Adolor Products if required. Upon request by Adolor, GSK shall use Commercially Reasonable Efforts to assist Adolor in applying for, obtaining and maintaining such Investigational Authorizations and Marketing Authorizations (including, with respect to price approvals, as requested by Adolor) for the Adolor Products in the United States. Adolor will be the sole owner of any Investigational Authorizations and Marketing Authorizations for the Adolor Products in the United States. Upon receipt of the initial Investigational Authorizations and Marketing Authorization for the Adolor Products in the United States, Adolor shall have exclusive authority and responsibility to and will use Commercially Reasonable Efforts to maintain and seek appropriate revisions of the conditions of each such Investigational Authorization and Marketing Authorization for the Adolor Products, provided any such revisions are not inconsistent with the provisions of this Agreement or the U.S. Marketing Plan. Adolor shall promptly and in accordance with applicable Law provide to GSK copies of any material documents or correspondence received from any Governmental Authority in the United States, but in no event more than two (2) Business Days after such receipt, that pertains to the Adolor Products (including without limitation any minutes from a meeting with respect thereto). In addition, Adolor shall provide GSK with drafts of any material documents or correspondence to be submitted to any Governmental Authority in the United States that pertains to the Adolor Products. Adolor will consult in advance with, and consider in good faith any comments of, GSK with respect to any filings made or other actions taken by Adolor in accordance with the terms of this Section 9.2, including without limitation any such filings or actions with respect to any changes or modification to labeling for or the indications of the Adolor Products.

Filings with Governmental Authorities. (a) Each of CorpBanca and, if applicable pursuant to Section 1.6(i), CorpBanca Colombia shall, as promptly as reasonably practicable after the date hereof, (i) prepare and, if required by applicable Law, file with the applicable Governmental Authority all required materials relating to the CorpBanca Shareholders’ Meeting and the CorpBanca Shareholder Approval and the CorpBanca Colombia Shareholders’ Meeting and the CorpBanca Colombia Shareholder Approval, respectively (each, “Shareholder Meeting Materials”); (ii) use its reasonable best efforts to respond to any comments received from any Governmental Authority with respect to any Shareholder Meeting Materials (and provide copies of any such comments to Itaú Parent promptly upon receipt); (iii) use its reasonable best efforts to have its Shareholder Meeting Materials cleared by the applicable Governmental Authority, to the extent required by applicable Law; (iv) mail to its shareholders its Shareholder Meeting Materials and all other customary proxy or other materials for shareholder meetings; and (v) to the extent required by applicable Law, prepare, file and distribute to its shareholders any supplement or amendment to any Shareholder Meeting Materials if any event shall occur which requires such action at any time prior to CorpBanca Shareholders’ Meeting and the CorpBanca Colombia Shareholders’ Meeting, respectively; provided that CorpBanca Colombia will not be required to file with the SFC the request for approval of the Colombian Merger before the CorpBanca Colombia-Helm Merger is either approved or denied by the SFC. The Parties shall cooperate in connection with the preparation and filing of the Shareholder Meeting Materials, and CorpBanca and CorpBanca Colombia shall provide Itaú Parent a reasonable opportunity to review and comment upon the Shareholder Meeting Materials, or any amendments or supplements thereto, or any comments from a Governmental Authority received with respect thereto, prior to filing with a Governmental Authority or mailing to shareholders of the same.

Filings with Governmental Authorities. The Depositor may file registration statements and other documents and reports from time to time on behalf of the Trust with the Commission or any other governmental agency or governmental authority. Any such filings made prior to the date of the execution and delivery of this Trust Agreement are hereby ratified.

Filings with Governmental Authorities. (a) CorpBanca shall, as promptly as reasonably practicable after the date hereof, (i) prepare and, if required by applicable Law, file with the applicable Governmental Authority all required materials relating to the CorpBanca Shareholders’ Meeting and the CorpBanca Shareholder Approval (“Shareholder Meeting Materials”); (ii) use its reasonable best efforts to respond to any comments received from any Governmental Authority with respect to any Shareholder Meeting Materials (and provide copies of any such comments to Itaú Parent promptly upon receipt); (iii) use its reasonable best efforts to have its Shareholder Meeting Materials cleared by the applicable Governmental Authority, to the extent required by applicable Law; (iv) mail to its shareholders its Shareholder Meeting Materials and all other customary proxy or other materials for shareholder meetings; and (v) to the extent required by applicable Law, prepare, file and distribute to its shareholders any supplement or amendment to any Shareholder Meeting Materials if any event shall occur which requires such action at any time prior to CorpBanca Shareholders’ Meeting. The Parties shall cooperate in connection with the preparation and filing of the Shareholder Meeting Materials, and CorpBanca shall provide Itaú Parent a reasonable opportunity to review and comment upon the Shareholder Meeting Materials, or any amendments or supplements thereto, or any comments from a Governmental Authority received with respect thereto, prior to filing with a Governmental Authority or mailing to shareholders of the same.

Filings with Governmental Authorities. (a) Honeywell and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant to the HSR Act required for the transactions contemplated hereby. Honeywell and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR Act. Honeywell 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, the FTC or the DOJ 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. Honeywell and Purchaser shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with any Governmental Authority 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 Authority, gives the other party the opportunity to attend and participate thereat. (b) Purchaser shall as promptly as reasonably practicable use its best efforts to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets or businesses, or of the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, without limiting the generality of the foregoing regarding ...

Filings with Governmental Authorities. As soon as practicable after the date of this Agreement, each of the Purchaser and the Vendor shall make or cause to be made all filings, notices or requests for consents or approval required to be given or made by it to any Governmental Authority in connection with the sale and transfer of the Shares, including application by the Purchaser to the Exchange for its approval of the transactions contemplated by this Agreement, including the listing and posting for trading of the Purchaser Shares to be issued and delivered under Section 2.2(a).

Filings with Governmental Authorities. As promptly as practicable after the date hereof, the Parties shall make the appropriate filings required under the HSR Act and other applicable foreign merger control or foreign investment Laws, if any, with respect to the Transaction and shall thereafter promptly furnish to the relevant Governmental Authority any additional information requested pursuant to the HSR Act, or under the Laws of any other country in which antitrust filings have been made, and the Parties shall cooperate with respect to the foregoing. The Seller Parties shall bear one-half and the Purchaser shall bear one-half of all filing fees incurred in connection with obtaining the consent or authorization of appropriate regulators.