Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement, each of the Company and the undersigned will proceed diligently and in good faith to, as promptly as practicable (x) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental or regulatory authorities or any public or private third parties required of the Company and the undersigned to consummate the transactions contemplated hereby and by the Merger Agreement, and (y) provide such other information and communications to such governmental or regulatory authorities or other public or private third parties as the other party or such governmental or regulatory authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1) take promptly all actions necessary to make the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), pursuant to the HSR Act, and (3) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 7.02 and 7.03, each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Offer or the Merger or the other matters contemplated by this Agreement or the Stockholders Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement, each of the Company and the undersigned Siemens will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xi) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental or regulatory authorities or any other public or private third parties required of Siemens or any of its Subsidiaries or the Company and the undersigned to consummate the transactions contemplated hereby Initial Purchase and by the Merger Agreementand the other matters contemplated hereby, and (yii) provide such other information and communications to such governmental or regulatory authorities or other public or private third parties as the other party or such governmental or regulatory authorities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Siemens and the Company or their Affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976and under any similar or comparable European antitrust statute or regulation (collectively, as amended, and the rules and regulations promulgated thereunder (the "HSR ActEuropean Statutes") ), (2y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR ActAct or from similar or comparable European governmental authorities (the "European Authorities") pursuant to the European Statutes, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and the European Statutes and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC FTC, the Antitrust Division, state attorneys general or the Antitrust Division or state attorneys generalEuropean Authorities.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976no later than fifteen business days after the date hereof, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable: (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Section 6.02 , each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, if any filing under the HSR Act is required, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each prior to consummation of the Offer Company and the undersigned will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties listed on Schedule 3.04 or required of the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger or the Offer and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties parties, as applicable, will (1x) take promptly all actions necessary to make the any filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the "HSR Act") ), (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary or Investment of Parent or of the Company or any assets or properties thereof.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Principal Party will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of the Company and the undersigned Principal Party or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party Principal Party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties Principal Party will (1x) take promptly all actions necessary to make the filings required of either of the Principal Party or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each prior to consummation of the Offer Company and the undersigned will proceed diligently and in good faith towill, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties listed on Schedule 3.04 or required of the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger or the Offer and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties parties, as applicable, will (1x) take promptly all actions necessary to make the any filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the "HSR Act") ), (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary or Investment of Parent or of the Company or any assets or properties thereof.