Filings with Governmental Entities. The Parties shall work together to ensure that the Transaction is consummated pursuant to the statutes and administrative code of the State of Florida and any rules and regulations promulgated by the General Corporations Act of Puerto Rico.
Filings with Governmental Entities. The Company and Purchaser will comply with the Laws that are applicable to any of the transactions contemplated hereby and pursuant to which government notification or approval of such transactions is necessary. The Company and Purchaser will cooperate with each other and use their respective commercially reasonable efforts to provide information required for this purpose and to promptly file with the appropriate Governmental Entities all required notifications and applications seeking all required approvals. The Company and Purchaser will use their respective commercially reasonable efforts to resolve objections, if any, that are asserted by any Governmental Entity with respect to the transactions contemplated hereby.
Filings with Governmental Entities. (a) The Debtors and Investor will comply with the Laws that are applicable to any of the transactions contemplated hereby and pursuant to which government notification or approval of such transactions is necessary. The Debtors and Investor will cooperate with each other and use their respective commercially reasonable efforts to provide information required for this purpose and to promptly file with the appropriate Governmental Entities all required notifications and applications seeking all required approvals. The Debtors and Investor will use their respective commercially reasonable efforts to resolve objections, if any, that are asserted by any Governmental Entity with respect to the transactions contemplated hereby.
(b) Without limiting the generality or effect of Section 4.6(a), (i) the Debtors and Investor will, as soon as practicable after the date of this Agreement, (A) file any required Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the DoJ (the "Antitrust Division"), (B) make or cause to be made all filings and applications which are required by the FCC requesting the FCC's written consent to the transfer of the Globalstar FCC Licenses to New Globalstar (the "FCC Applications") and (C) file any additional required notifications or applications, if any, with the FCC, DoD, FBI and DoJ and (ii) the Debtors and Investor will use their respective commercially reasonable efforts to prosecute expeditiously the FCC Applications and to respond as promptly as practicable to all inquiries received from any such Governmental Entity for additional information or documentation.
(c) During the Pre-Closing Period, the Debtors shall not make any filings with the FCC or agree to any proposal, settlement, amendment or alteration with the FCC, with respect to the Globalstar FCC Licenses without prior consultation with Investor.
Filings with Governmental Entities. (a) During the Interim Period, the Company and Parent shall cooperate with each other, and each party shall take, or cause to be taken, all commercially reasonable actions to consummate and make effective the Merger and shall file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Merger and the other Transactions pursuant to the HSR Act. Each of Parent and the Company shall furnish to the other party such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act. The Company and Parent shall keep each other appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Each of the Company and Parent shall use its commercially reasonable efforts to obtain clearance required under the HSR Act in order to consummate the Transactions. Notwithstanding anything in this Agreement to the contrary, the parties agree that any obligation under this Agreement to seek to obtain clearance of the Transactions required under the HSR Act includes an obligation by Parent and Newco to take steps that have an economic cost, including divesting assets, but in no event will such obligation require Parent or Newco to agree to take any action or group of actions, including any divestitures, that if they were all taken at the beginning of the twelve month period ending on the last day of the month most recently ended at the date of determination, would have reduced the EBITDA of the Company and Parent and their Affiliates for such period by more than $6,000,000.
(b) During the Interim Period, each of the Company and Newco shall as promptly as practicable take all other commercially reasonable actions necessary to comply with all other legal requirements that may be imposed on it and obtain any other clearances from any other Governmental Entity required with respect to the Merger and the other Transactions (including promptly, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, make any other filings or notifications required to be made by or with any other Governmental Entities). Each of Parent and the Company shall furnish to the other party such necessary in...
Filings with Governmental Entities. (i) Each of Seller and Buyer shall as promptly as practicable, but in no event later than ten business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and, shall comply promptly with any such inquiry or request. Each of Seller and Buyer shall use its best efforts to obtain any clearance required under the HSR Act for the purchase and sale of the Shares.
(A) Buyer shall file a Form A with the Texas Department of Insurance within ten business days following the execution of this Agreement and (B) each of Seller and Buyer shall as promptly as practicable make any other filings under any applicable state insurance or insurance holding company laws, if any, required in connection with the transactions contemplated hereby.
Filings with Governmental Entities. Each party shall promptly provide the other copies of all filings made by such party with any state or federal Governmental Entity in connection with this Agreement and the transactions contemplated hereby.
Filings with Governmental Entities. (a) The Partnership, the Creditors Committee and New Valley will comply with the Laws that are applicable to any of the transactions contemplated hereby and pursuant to which government notification or approval of such transactions is necessary. The Partnership, the Creditors Committee and New Valley will cooperate with each other and use their respective reasonable best efforts to provide information required for this purpose and to promptly file with the appropriate Governmental Entities all required notifications and applications seeking all required approvals. The Partnership and New Valley will use their respective reasonable best efforts to resolve any objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated hereby.
(b) Without limiting the generality or effect of Section 4.5(a), (i) the Partnership and New Valley will, as soon as practicable, (A) file any required Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the DoJ (the “Antitrust Division”) and (B) file any additional required notifications or applications, if any, with the FCC, DoD, FBI and DoJ and (ii) the Partnership and New Valley will use their respective reasonable best efforts to respond as promptly as practicable to all inquiries received from any such Governmental Entity for additional information or documentation.
Filings with Governmental Entities. The Parties shall work together to ensure that the Transaction is consummated pursuant to the statutes and administrative code of the State of Florida and any rules and regulations promulgated by the Florida Office of Insurance Regulation.
Filings with Governmental Entities. As promptly as practicable after the date of this Agreement, Buyer will make or cause to be made any and all filings with Governmental Entities necessary in connection with the transactions contemplated hereby.
Filings with Governmental Entities. Except for (a) the Idaho Power Required Regulatory Approvals initiated by Idaho Power prior to the Effective Date and listed in Schedule 4.2(a) and the (b) the PacifiCorp Required Regulatory Approvals initiated by PacifiCorp prior to the Effective Date and listed in Schedule 4.2(b), prior to Closing, each Party will provide prior written notice to the other Party before making any filing with, or initiating any discussion or proceeding with, any Governmental Entity in the course of obtaining any Required Regulatory Approvals from such Governmental Entities. Prior to filing applications, pre-filed testimony or responses to data requests to any Governmental Entity in the course of obtaining any Required Regulatory Approvals from such Governmental Entities after the Effective Date, each Party will provide such materials to the other Party for its information.
