Governmental Filings and Approvals. Notwithstanding any provision herein to the contrary, the Company shall not be obligated to issue any Common Stock under this Warrant until all required governmental filings and approvals relating to such Common Stock or the issuance thereof, if any, have been made and obtained by the Company and the holder of this Warrant under or in respect of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976. The Company and the holder of this Warrant will cooperate with each other in connection with the making of any such filing in a prompt manner, and the Company will pay all filing fees and reasonable expenses (including, the reasonable fees of holder's counsel) in connection therewith.
Governmental Filings and Approvals. The execution, ---------------------------------- delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not require any material consent, waiver or authorization or approval of any governmental or regulatory authority except as to filings with and approvals required under the New Jersey Casino Control Act and rules and regulations promulgated thereunder.
Governmental Filings and Approvals. The Company shall assist and cooperate with the Holder in making any required governmental filings or obtaining any required governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company).
Governmental Filings and Approvals. (a) Without limiting the generality of Section 6.9, each of Purchaser and Sellers will promptly, and in any event within ten Business Days after execution of this Agreement (or such shorter period of time as is required under applicable Law), make all filings or submissions as are required under the HSR Act and, as promptly as possible, make all filings or submissions as are required to obtain all other Governmental Approvals. If European Commission approval is required or sought, a notification or submission to the European Commission shall be made within 3 Business Days of the parties having agreed with the European Commission that it will be accepted as complete or sufficient. For the purposes of this Agreement, the term “Governmental Approval” means any consent, filing, approval, clearance or Order of, with or to any Governmental Body necessary to consummate the transactions contemplated by this Agreement, including filing under the HSR Act and those listed on Schedule 6.10. Each of Purchaser and Sellers will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, notification, or submission which is necessary under the HSR Act or to obtain any Governmental Approval. Each of Purchaser and Sellers will promptly provide the other with drafts and will allow reasonably adequate time for comment by the other party regarding the contents of all communications in connection with any Governmental Approval, and copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them or their representatives, on the one hand, and any Governmental Body, on the other hand, in connection with any Governmental Approval required by this Agreement or the transactions contemplated hereby. Purchaser will, unless expressly prohibited by the relevant Governmental Body, allow persons nominated by Sellers to attend and make oral submissions at all meetings and conference calls with Governmental Bodies. Without limiting the foregoing, each of Purchaser and Sellers will promptly notify the other of the receipt and content of any inquiries or requests for additional information made by any Governmental Body in connection with any Governmental Approval and promptly provide the other with drafts of all submissions setting out the information to be provided to any Governmental Body with respect to any such inquiry or request...
Governmental Filings and Approvals. All required filings with and consents and approvals of state insurance regulatory authorities have been made or obtained. The Insurance Commissioner or the State of Washington shall approve or not express objection to this Agreement. If the approval or consent of any insurance regulatory authority other than the Insurance Commissioner of the State of Washington is required, the failure to acquire the approval or consent of such regulatory authority shall not void this Agreement. Rather, the lack of such approval or consent shall preclude an Assumption Closing respecting any of the Policies affected thereby until the approval or consent of any such regulatory authority has been obtained;
Governmental Filings and Approvals. All Consents legally required for the consummation of the Exchange Transaction and the transactions contemplated by this Agreement, including all filings, consents and approvals shall have been filed, occurred, or been obtained, other than such Consents, for which the failure to obtain would have no material adverse effect on the consummation of the Exchange Transaction or the other transactions contemplated hereby or on the business of CRTS or SCSI.
Governmental Filings and Approvals. (a) Upon or as promptly as practicable after the execution hereof (to the extent not heretofore made or obtained), (i) each of the Sellers and the Purchaser shall make all Governmental Filings and apply for such other consents of Governmental Entities as are listed on Schedule 2.2 or Schedule 3.2, respectively, including but not limited to a Notification and Report Form pursuant to the HSR Act, requesting early termination of the applicable waiting period, and (ii) the Purchaser shall, to the extent permitted by Law, apply for all Approvals, including without limitation those listed on Schedule 3.2 or Schedule 6.7. To the extent the Purchaser cannot, by Law, apply for any Approvals listed on Schedule 6.7 prior to the Closing, the Purchaser shall apply for such Approvals upon or as promptly as practicable after the Closing.
(b) The Sellers and the Purchaser shall (i) provide such information as each may reasonably request to make such filings and prepare such applications, (ii) cooperate with each other and use their commercially reasonable efforts to assist the other in making and pursuing such filings and applications, (iii) respond as promptly as practicable to all requests for additional information or documentation required in connection with such filings and applications, and (iv) otherwise use their commercially reasonable efforts to obtain all Required Consents and Approvals required for consummation of the transactions contemplated by this Agreement.
Governmental Filings and Approvals. All Consents legally required for the consummation of the Exchange Transaction and the transactions contemplated by this Agreement, including the filing of the Name Change with FINRA, the receipt of a new trading symbol from FINRA, the receipt of a new CUSIP Number from the CUSIP Bureau, and including all filings, consents and approvals under the Exchange Act, if any, shall have been filed, occurred, or been obtained, other than such Consents, for which the failure to obtain would have no material adverse effect on the consummation of the Exchange Transaction or the other transactions contemplated hereby or on the business of X-CHANGE or Surrey.
Governmental Filings and Approvals. All Consents legally required for the consummation of the Exchange Transaction and the transactions contemplated by this Agreement, including the filing of the Name Change with FINRA, the receipt of a new trading symbol from FINRA, the receipt of a new CUSIP Number from the CUSIP Bureau, and including all filings, consents and approvals under the Exchange Act, if any, shall have been filed, occurred, or been obtained, other than such Consents, for which the failure to obtain would have no material adverse effect on the consummation of the Exchange Transaction or the other transactions contemplated hereby or on the business of CPI or TaxMasters.
Governmental Filings and Approvals. (i) The Company hereby represents and warrants to each Holder that is a party to the Investor Purchase Agreement that, as of the date hereof, the Company has disclosed to such Holder the Governmental Entities (other than the FCA or with respect to filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or with respect to filings required under the competition laws of Germany or Turkey), whose consent (or notice to), arising from or related to the Company’s or its subsidiaries’ operations, would reasonably be expected to be required to be obtained or given by such Holder to exercise the Warrants acquired in the Initial Warrant Issuance, including to the extent reasonably required to permit such Holder to exercise its Warrants in light of the restrictions on exercise set forth in Section 9(c), except with respect to immaterial consents or notices.
(ii) The Company shall use commercially reasonable efforts to cooperate with any Holder that seeks to (i) obtain governmental regulatory approvals, consents or similar authorizations, or (ii) give notice to governmental regulators, in each case to the extent reasonably required to permit the Holder to exercise all or any portion of its Warrants, and shall reimburse such Holder for the filing fees, if any, associated with obtaining such approvals or giving such consents; provided, however, that the Company shall not be obligated under any circumstances to, among other things (1) make any dispositions or pledges of any of its assets, (2) grant or incur any lien or encumbrance or agree to any restriction on its business or conduct (affirmative or negative), (3) participate in any litigation or other civil or criminal procedure as a named plaintiff, defendant or otherwise or (4) incur any material out-of-pocket expenses.
