Common use of Governmental Applications and Filings Clause in Contracts

Governmental Applications and Filings. Each Party and each Consenting Convertible Note Holder shall use its commercially reasonable efforts to furnish to the other Parties and Consenting Convertible Note Holders all information required for any application or other filing to be made pursuant to any applicable Legal Requirement in connection with the transactions contemplated by this Agreement. Each Party and each Consenting Convertible Note Holder shall promptly inform the other Parties and the Consenting Convertible Note Holders of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. No Party or Consenting Convertible Note Holder shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate in such meeting. Except to the extent limited by applicable Legal Requirements, each Party and each Consenting Convertible Note Holder shall provide the others the right to review in advance and to consult with each other on all the information that appears in any filing made with or written materials submitted to any Governmental Authority in connection with the Transactions. In exercising such rights, each Party and each Consenting Convertible Note Holder shall act reasonably and as promptly as practicable. A Party or a Consenting Convertible Note Holder may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party or Consenting Convertible Note Holder under this Section 6.1(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the recipient’s outside legal counsel and outside experts retained for purposes of any investigation or inquiry and shall not be disclosed by such outside counsel or outside expert to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Each Party and each Consenting Convertible Note Holder shall comply as promptly as is reasonably practicable and in any event in accordance with applicable Legal Requirements, in connection with any request or inquiry from a Governmental Authority. Without limiting the foregoing, the provisions of this Section 6.1 shall expressly apply to the Proxy Statement and the obtaining of the Shareholder Approval by Emergent.