Pre-Merger Notification Filings Sample Clauses

Pre-Merger Notification Filings. Each party shall promptly file such materials as are required under the HSR Act and any applicable comparable laws of foreign jurisdictions i.e., German Merger Control Law, U.K. Fair Trade Act of 1976, Canada Competition Act and Investment Canada Act, if applicable with respect to the merger contemplated hereby and shall cooperate with the other party to the extent necessary to assist the other party in the preparation of such filings and shall use its best efforts to obtain all governmental approvals contemplated by this Paragraph and to eliminate any concern on the part of any court or government authority regarding the legality of the proposed transaction, including, if required by federal, state or foreign antitrust authorities, promptly taking all steps to secure government antitrust clearance, including, without limitation, (i) all steps to make arrangements for, or to effect the sale or other disposition of, particular assets or businesses of Parent, of Merger Sub, or of GSE or any of its subsidiaries, the ownership of which causes such authorities to withhold such clearance, and (ii) agreeing to enter into a hold-separate agreement with said antitrust authorities pending such sale or other disposition of assets, businesses or voting securities of Parent, of Merger Sub or of GSE or any of its subsidiaries, including without limitation, pursuant to a trust or other arrangement that restricts, limits or prohibits access by Parent to any business, subsidiary or asset of Parent, to GSE or to the capital stock or other voting shares thereof;
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Pre-Merger Notification Filings. No later than five (5) business days after the date of this Agreement, each of Seller and Buyer shall file with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"), and shall deliver to the other a copy of, the pre-merger notification application (without attachments), pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, duly completed and duly executed by Seller, Company, Western or Buyer, as applicable under the Xxxx-Xxxxx-Xxxxxx Act, and each shall also deliver to the other copies of any and all information and/or correspondence transmitted from such party (and/or any of its affiliates or consultants) to the FTC and the Antitrust Division with respect thereto. Such documents, information and correspondence are sometimes herein referred to as "Seller's Pre-Merger Notice" and "Buyer's Pre-Merger Notice," respectively. Additionally, each of Seller and Buyer shall deliver to the other promptly from time to time copies of any other information and/or correspondence transmitted to or from such party and/or the FTC or the Antitrust Division with respect to the Seller's or Buyer's Pre-Merger Notice, as the case may be. Both Seller's and Buyer's filing shall request early termination of the waiting period. Buyer and the Company shall each pay one-half (1/2) of the filing fee associated with the filing of the Pre-Merger Notice. The Company shall tender to Buyer the Company's share of such filing fee upon Buyer's written request.
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Related to Pre-Merger Notification Filings

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • HSR Filings Each party hereto shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed by itself or its respective "ultimate parent" company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. Such parties will use all commercially reasonable efforts to make such filings within 200 days after the date hereof, and to respond promptly to any requests for additional information made by either of such agencies.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

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