Regulatory and Other Approvals. Within a reasonable time after execution of this Reorganization Agreement, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject to the provisions of this Section, Emclaire shall use, and shall cause each of its Subsidiaries to use, its best efforts to obtain consents of all third parties and Regulatory Authorities necessary or desirable for the consummation of each of the transactions contemplated by this Reorganization Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Peoples Savings Financial Corp /Pa/), Agreement and Plan of Reorganization (Emclaire Financial Corp)
Regulatory and Other Approvals. Within a (a) The Company and Parent will (1) take all commercially reasonable time actions necessary to file as soon as practicable, notifications under the HSR Act and the other Antitrust Laws with respect to the Merger, (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission or Antitrust Division of the Department of Justice pursuant to the HSR Act or from any other Governmental Entity pursuant to the other Antitrust Laws, and (3) request early termination of all applicable waiting periods.
(b) The Company and Parent will take all commercially reasonable steps necessary, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to (1) solicit input from Governmental Entities and Educational Agencies regarding the process of obtaining Educational Agency and DOE approvals of the Merger, obtain all Educational Agency and DOE approvals of the Merger, make all filings with and give all notices to Governmental Entities and Accrediting Bodies, (2) provide such other information and communications to such Governmental Entities and Accrediting Bodies or other persons as such Governmental Entities and Accrediting Bodies may request and (3) obtain all Educational Agency and DOE approvals of the Merger, make all filings with and give all notices to Governmental Entities and Accrediting Bodies and obtaining all licenses required to consummate the Merger and other transactions contemplated hereby. Each Party will promptly and regularly advise the other Parties concerning the occurrence and status of any material discussions or other communications, whether oral or written, with any Educational Agency, other Governmental Entity or other third party with respect to any Educational Approval or other regulatory approval which must be obtained either prior to or after execution Closing in order for Parent and Merger Sub to operate the Schools and to participate in any Student Financial Assistance Programs, including the Title IV Programs (the "Consents"), including any difficulties or delays experienced in obtaining any Consent and of this Reorganization Agreementany conditions proposed, Emclaire shall file considered, or requested for any and all applications Consent. Parent will cooperate with the appropriate government Regulatory Authorities Company, and the Company shall cooperate with Parent, in their respective efforts to obtain any Consents, but neither party will be required (1) to make any expenditure or payment of funds or to give any other consideration in order to obtain any Consent other than fees or expenses incident to any applications as filings with respect thereto, or (2) to permit any adverse and unduly burdensome changes in, or the Government Approvals imposition of any adverse and unduly burdensome condition to, any Educational Approval as a condition to obtaining any Consent. Parent may contact any Educational Agency or Governmental Entity of the Company with respect to the proposed Merger after seven (7) business days after the date hereof, in order to allow the Company to inform its regulators of the proposed Merger, provided, however, that Parent shall take make such contacts for the sole purpose of facilitating its receipt of any Consents. After that date, the Company and Parent will provide advance notice to allow the other actions as may be reasonably required Party and its agents and representatives to consummate the transactions contemplated participate in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required any meetings or telephone calls initiated by such authorities Party with any Educational Agency or Governmental Entity with regard to any Consent with respect to which the parties are experiencing any significant difficulty or delay in connection obtaining. Each Party will promptly advise the other of any telephone calls initiated by any Educational Agency or Governmental Entity with Emclaire's applications respect to any such Consent. The Company and Parent will submit to the other Party for regulatory approval and prior review each filing proposed to use its best efforts be submitted to obtain such regulatory approvals, and any other approvals and consents as may be required for Educational Agency or Governmental Entity regarding the Closing, as promptly as practicableproposed Merger; provided, however, if the other Party does not respond to the Party requesting review of the filing within three (3) business days, the Party requesting such review may presume that nothing in this Section the other Party has approved and may proceed to submit such filing. The Company and Parent will use commercially reasonable efforts to ensure that their respective appropriate officers and employees shall be construed available to obligate Emclaire to take attend, as any action to meet Governmental Entity may reasonably request, any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on the ability of Emclaire to carry on its business, branching scheduled hearings or acquisition programs. Emclaire shall provide PSFC the opportunity to review and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC meetings in connection with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. obtaining any Consent.
(c) Subject to the terms and conditions of this Reorganization Agreementherein provided, Emclaire the Company and Farmers National agree to Parent will take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts to obtain all approvals required by any contract to consummate the transactions contemplated hereby.
(d) The Company and Parent shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the Antitrust Laws, but neither Party will be required (1) to make any expenditure or payment of funds or to give any other consideration in order to resolve any such objections other than fees or expenses incident to any applications as filings with respect thereto, or (2) to permit any adverse and unduly burdensome changes in, or the imposition of any adverse and unduly burdensome condition to resolving any such objections. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Company decide that litigation is in their best interests, each of Parent and the Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist any such action or proceedings and to takehave vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any such transaction. Each of Parent and the Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness such transactions as promptly as possible after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject The obligations of Parent under this Section 6.12 with respect to the provisions of this Section, Emclaire Antitrust Laws shall use, and shall cause each of its Subsidiaries to use, its best efforts not require Parent to obtain consents or attempt to obtain any such waiver, permit, consent, approval or authorization if obtaining such waiver, permit, consent, approval or authorization would require disposition of all third parties and Regulatory Authorities necessary or desirable for the consummation any assets of each of the transactions contemplated by this Reorganization AgreementParent.
Appears in 2 contracts
Samples: Merger Agreement (Career Education Corp), Merger Agreement (Whitman Education Group Inc)
Regulatory and Other Approvals. Within a reasonable time after execution of this Reorganization Agreement, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. (a) Subject to the terms and conditions of this Reorganization Agreement and, as applicable, the Confidentiality Agreement, Emclaire each of TMS, the Buyer and Farmers National agree the Parent will proceed diligently and in good faith to, as promptly as practicable, 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 TMS, the Buyer or the Parent to consummate the Agreement and the other matters contemplated hereby.
(b) As promptly as practicable after the Effective Date, TMS will prepare and file with the SEC a proxy statement and any other filings required by the Exchange Act. Buyer and Parent will provide TMS with any information which is specifically requested by TMS in writing and which may be required in order to effectuate the preparation and filing of the Proxy Statement. TMS will use all its commercially reasonable efforts to respond to any comments from the SEC. TMS will notify Buyer and to takeParent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or to cause amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be takenset forth in an amendment or supplement to the Proxy Statement, all actionsTMS will promptly inform Buyer and Parent of such occurrence. TMS shall provide Buyer and Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer and Parent with a copy of all such filings made with the SEC. Notwithstanding anything to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness after the date of contrary in this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts substance and content of any materials filed with the SEC and all required responses to lift comments or rescind any injunction or restraining or other order adversely affecting the ability requirements of the Parties to consummate SEC will be the transaction contemplated by this Reorganization Agreement. Subject to the provisions sole and exclusive decision of this Section, Emclaire shall use, and shall cause each of TMS.
(c) TMS will use its Subsidiaries to use, its reasonable best efforts to obtain consents (i) call a special meeting of all third parties and Regulatory Authorities necessary or desirable its stockholders ("Special Meeting") to be held as promptly as practicable after the filing of the Proxy Statement with the SEC for the consummation purpose of each voting upon this Agreement and the transactions to be completed hereunder, (ii) cause the Proxy Statement to be mailed to its stockholders and (iii) subject to the fiduciary duties of the transactions contemplated by board of directors of TMS under Oklahoma law, to obtain stockholder approval of this Reorganization Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (TMS Inc /Ok/), Asset Purchase Agreement (TMS Inc /Ok/)
Regulatory and Other Approvals. Within a (a) The Company and Parent will (1) take all reasonable time after execution actions necessary to file as soon as practicable, notifications under the HSR Act and the other Antitrust Laws, (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission or Antitrust Division of the Department of Justice pursuant to the HSR Act or from any other Governmental Entity pursuant to the other Antitrust Laws, and (3) request early termination of the applicable waiting period.
(b) The Company will cooperate with Parent to take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to (1) solicit input from Governmental Entities and Accrediting Bodies regarding the process of obtaining regulatory, Accrediting Body and DOE approvals, obtain all state education regulatory body, Accrediting Body and DOE approvals, make all filings with and give all notices to Governmental Entities and Accrediting Bodies, and obtain all licenses required of the Company to consummate the Merger and other transactions contemplated hereby, including without limitation those described in the Company Disclosure Letter, (2) provide such other information and communications to such Governmental Entities and Accrediting Bodies or other persons as Parent or such Governmental Entities and Accrediting Bodies may request and (3) obtain all state education regulatory body, Accrediting Body and DOE approvals, making all filings with and giving all notices to Governmental Entities and Accrediting Bodies and obtaining all licenses required of Parent to consummate the Merger and other transactions contemplated hereby. The Company will provide prompt notification to Parent when any such state education regulatory body, Accrediting Body or DOE approval or license referred to in clause (a) above is obtained, taken, made or given, as applicable, and will promptly advise Parent of any communications (and promptly provide copies of any such communications that are in writing or filings) with any Governmental Entity or Accrediting Body regarding the Merger or any of the transactions contemplated by this Agreement. In addition:
(1) Parent shall within ten (10) days from the date of this Reorganization Agreement, Emclaire shall Agreement file any and all applications a pre-acquisition application with the appropriate government Regulatory Authorities DOE in order to obtain a written statement from DOE, to the Government Approvals and shall take such other actions as may be reasonably required satisfaction of Parent in its sole discretion, that the DOE does not see any impediment to consummate the transactions contemplated in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees issuing a "Temporary Program Participation Agreement" to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for AIU following the Closing, as promptly as practicablewhich agreement will prevent any interruption of Title IV Program funds from the DOE to AIU and will not include (A) unusual or burdensome conditions, including, but not limited to, any requirement to administer Title IV Program funds on a reimbursement or cash monitoring basis or to post a letter of credit or other financial security with the DOE in an amount which is reasonably expected by Parent to materially reduce the economic benefits that Parent or its Affiliates anticipated to receive in the Merger, or (B) any requirement that would impose restrictions or limitations in the activities of Parent or its Affiliates unrelated to the Company or its Schools (the "TPPA"); provided, however, that nothing the filing deadline contained in this Section 6.12(b)(1) shall be construed contingent on the Company cooperating fully with Parent to obligate Emclaire provide all information and materials necessary for Parent timely to take file such pre-acquisition application.
(2) The Company and Parent will promptly and regularly advise each other concerning the occurrence and status of any action discussions or other communications, whether oral or written, with any state education regulating body, Accrediting Body or Governmental Entity or other third party with respect to meet any condition consent or the TPPA, including any difficulties or delays experienced in obtaining any consent, and of any conditions proposed, considered, or requested by any consent or the TPPA.
(3) Parent will cooperate fully with the Company in its efforts to obtain any consents and the TPPA, but Parent will not be required to obtain prior regulatory approval if such (i) make any expenditure or payment of funds or (ii) permit any adverse changes in, or the imposition of any adverse condition would have to, any approval, license, or contract as a material adverse effect on condition to obtaining any consent or the ability of Emclaire to carry on its business, branching or acquisition programsTPPA. Emclaire Such cooperation shall provide PSFC the opportunity to review include Parent's full cooperation in timely filing applications and comment on all required other documents (including applications within a reasonable period and other documents filed prior to the filing thereof Closing) necessary to obtain any consent or the TPPA.
(4) Parent will allow the Company agents and provide PSFC representatives to participate in any meetings or telephone calls with copies any state education regulatory body, Accrediting Body or Governmental Entity to discuss the status of all written communications any consent or the TPPA; provided, however, that the Company and its agents will confer in advance with Regulatory Authorities regarding Parent to agree on the transactions provided for herein issues to be discussed in such meeting or telephone call and related applications will not introduce any issues that are not agreed to in advance and proceedings. will not respond to any compliance issues first introduced in such meeting or telephone call by the state education regulatory body, Accrediting Body or Governmental Entity.
(5) The Company will ensure that its appropriate officers and employees shall be available to attend, as any Governmental Entity may reasonably request, any scheduled hearings or meetings in connection with obtaining any consent or the TPPA.
(c) Subject to the terms and conditions of this Reorganization Agreementherein provided, Emclaire the Company and Farmers National agree to Parent will take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts to obtain all approvals required by any contract to consummate the transactions contemplated hereby.
(d) The Company and Parent shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the Antitrust Laws. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Company decide that litigation is in their best interests, each of Parent and the Company shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceedings and to takehave vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any such transaction. Each of Parent and the Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness such transactions as promptly as possible after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject The obligations of Parent under this Section 6.12 with respect to the provisions of this Section, Emclaire Antitrust Laws shall use, and shall cause each of its Subsidiaries to use, its best efforts not require Parent to obtain consents or attempt to obtain any such waiver, permit, consent, approval or authorization if obtaining such waiver, permit, consent, approval or authorization would require disposition of all third parties and Regulatory Authorities necessary or desirable for the consummation any assets of each of the transactions contemplated by this Reorganization AgreementParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Career Education Corp), Merger Agreement (Edutrek Int Inc)
Regulatory and Other Approvals. Within (a) The Company and Parent will (i) within a reasonable period of time after execution of this Reorganization Agreement take any reasonable actions necessary to file notifications under the HSR Act and any applicable laws of Canada, (ii) comply within a reasonable period of time with any binding request for additional information received from the Federal Trade Commission or Antitrust Division of the Department of Justice pursuant to the HSR Act or from any other Governmental Entity pursuant to the other Antitrust Laws, and (iii) request early termination of the applicable waiting period.
(b) The Company and each of its Subsidiaries will cooperate with Parent to take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to (i) solicit input from Governmental Entities and Accrediting Bodies regarding the process of obtaining regulatory, Accrediting Body and DOE approvals, obtain all state education regulatory body, Accrediting Body and DOE approvals, make all filings with and give all notices to Governmental Entities and Accrediting Bodies, and obtain all licenses required of the Company to consummate the Merger and other transactions contemplated hereby, including without limitation those described in the Company Disclosure Letter, (ii) provide such other information and communications to such Governmental Entities and Accrediting Bodies or other persons as Parent or such Governmental Entities and Accrediting Bodies may request and (iii) obtain all state education regulatory body, Accrediting Body and DOE approvals, making all filings with and giving all notices to Governmental Entities and Accrediting Bodies and obtaining all licenses required of Parent to consummate the Merger and other transactions contemplated hereby. The Company will provide prompt notification to Parent when any such state education regulatory body, Accrediting Body or DOE approval or license referred to in clause (i) above is obtained, taken, made or given, as applicable, and will promptly advise Parent of any communications (and promptly provide copies of any such communications that are in writing or filings) with any Governmental Entity or Accrediting Body regarding the Merger or any of the transactions contemplated by this Agreement, Emclaire . In addition:
(1) The Company shall within ten (10) days from the date of this Agreement file any and all applications a pre-acquisition application with the appropriate government Regulatory Authorities DOE in order to obtain a written statement from DOE, to the Government Approvals satisfaction of Parent in its sole discretion, that the DOE does not see any impediment to issuing a "Provisional Program Participation Agreement" to the Company following the Closing, which agreement will prevent any interruption of Title IV Program funds from the DOE to the Company and shall take such will not include (A) unusual or burdensome conditions, including, but not limited to, any requirement to administer Title IV Program funds on a reimbursement or cash monitoring basis or to post a letter of credit or other actions as may be financial security with the DOE in an amount which is reasonably required expected by Parent to consummate materially reduce the transactions contemplated economic benefits that Parent or its Affiliates anticipated to receive in the Merger, or (B) any requirement that would impose restrictions or limitations in the activities of Parent or its Affiliates unrelated to the Company or its Schools (the "PPPAs"); provided, -------- however, that the filing deadline contained in this Reorganization Agreement and Section 6.7(b)(1) shall be ------- contingent on the Plan of Merger Company cooperating fully with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts Parent to provide all information and materials necessary for Parent timely to file such pre- acquisition application.
(2) The Company and Parent will promptly and regularly advise each other concerning the appropriate Regulatory Authorities occurrence and status of any discussions or other communications, whether oral or written, with any state education regulating body, Accrediting Body or Governmental Entity or other third party with respect to any consent or the PPPAs, including any difficulties or delays experienced in obtaining any consent, and of any conditions proposed, considered, or requested by any consent or the PPPAs.
(3) Parent will cooperate fully with the information required by such authorities Company in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvalsany consents and the PPPAs, and any other approvals and consents as may but Parent will not be required for to (i) make any expenditure or payment of funds or (ii) permit any adverse changes in, or the imposition of any adverse condition to, any approval, license, or contract as a condition to obtaining any consent or the PPPAs. Such cooperation shall include Parent's full cooperation in timely filing applications and other documents (including applications and other documents filed prior to the Closing) necessary to obtain any consent or the PPPAs.
(4) Parent will allow the Company agents and representatives to participate in any meetings or telephone calls with any state education regulatory body, as promptly as practicableAccrediting Body or Governmental Entity to discuss the status of any consent or the PPPAs; provided, however, that nothing the Company and its agents will confer in this Section advance with Parent to agree on the issues to be discussed in such meeting or telephone call and will not introduce any issues that are not agreed to in advance and will not respond to any compliance issues first introduced in such meeting or telephone call by the state education regulatory body, Accrediting Body or Governmental Entity.
(5) The Company will ensure that its appropriate officers and employees shall be construed available to obligate Emclaire to take attend, as any action to meet Governmental Entity may reasonably request, any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on scheduled hearings or meetings in connection with obtaining any consent or the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. PPPAs.
(c) Subject to the terms and conditions of this Reorganization Agreementherein provided, Emclaire the Company and Farmers National agree to Parent will take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts to obtain all approvals required by any contract to consummate the transactions contemplated hereby.
(d) Each of the Company and Parent shall use their all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any United States Governmental Entity with respect to the transactions contemplated by this Agreement under the Antitrust Laws. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Company decide that litigation is in their best interests, each of Parent and the Company shall cooperate and use all commercially reasonable efforts to vigorously contest and resist any such action or proceedings and to takehave vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any such transaction. Each of Parent and the Company shall use all commercially reasonable efforts to take such action as may be required to cause to be taken, all actions, and to do, the expiration of the notice periods under the HSR Act or to cause to be done, all things necessary, proper, or advisable under any other applicable laws and regulations of Canada with respect to consummate and make effective, with such transactions as promptly as commercially reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject The obligations of Parent and the Company under this Section 6.7 with respect to the provisions of this Section, Emclaire Antitrust Laws shall use, and shall cause each of its Subsidiaries to use, its best efforts not require Parent or the Company to obtain consents or attempt to obtain any such waiver, permit, consent, approval or authorization if obtaining such waiver, permit, consent, approval or authorization would require disposition of all third parties and Regulatory Authorities necessary any assets of Parent or desirable for the consummation Company or any affiliate of each of the transactions contemplated by this Reorganization Agreementeither.
Appears in 1 contract
Regulatory and Other Approvals. Within With respect to each Portfolio Company, from the Effective Date hereof until the earlier of: (i) the Termination Date relating to the Portfolio Segment of which such Portfolio Company is a reasonable time after execution of this Reorganization Agreementpart; or (ii) the Closing Date for such Portfolio Segment (the “Interim Period” for such Portfolio Company):
(a) The Seller shall, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated in this Reorganization Agreement and the Plan of Merger with hereby: (i) take all commercially reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvalssteps necessary or desirable, and any other approvals proceed diligently and consents as may be required for the Closinguse all commercially reasonable efforts, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if the Seller Approval Requirements and Seller Consent Requirements for such condition would have a material adverse effect on the ability of Emclaire to carry on its businessPortfolio Company, branching and for that purpose will make all filings with, and give all notices to, Governmental Authorities or acquisition programs. Emclaire shall provide PSFC the opportunity to review other Persons, in form and comment on all required applications within a reasonable period prior substance reasonably satisfactory to the filing thereof Purchaser and provide PSFC reasonably necessary to obtain such Seller Approval Requirements and Seller Consent Requirements; (ii) take all commercially reasonable steps necessary or desirable, and proceed diligently and use all commercially reasonable efforts, as promptly as practicable, to obtain all other relevant Permits, consents, and approvals in furtherance of and for the effective continuity of projects and business operations of such Portfolio Company, and for that purpose will agree with, cooperate with copies of and execute all written communications with Regulatory necessary documents, agreements, amendments thereto, or undertakings requested or required by Governmental Authorities regarding the transactions provided for herein or other Persons, in form and related applications and proceedings. Subject substance satisfactory to the terms Parties; (iii) provide such other information and conditions communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith; and (iv) cooperate with the Purchaser as reasonably necessary to obtain the Purchaser Approval Requirements. Without limiting the generality of this Reorganization Agreementthe foregoing, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actionsthe Seller shall provide, and cause its Affiliates to doprovide, or true and accurate information in a timely manner with respect to cause to be doneall filings with, all things necessarynotices to, properand agreements and undertakings with Governmental Authorities.
(b) The Purchaser shall, or advisable under applicable laws and regulations in order to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreementhereby: (i) take all commercially reasonable steps necessary or desirable, includingand proceed diligently and use all commercially reasonable efforts, without limitationas promptly as practicable, using reasonable efforts to lift or rescind any injunction or restraining obtain the Purchaser Approval Requirements for such Portfolio Company, and for that purpose will make all filings with, and give all notices to, Governmental Authorities or other order adversely affecting Persons reasonably necessary to obtain such Purchaser Approval Requirements; (ii) take all commercially reasonable steps necessary or desirable, and proceed diligently and use all commercially reasonable efforts, as promptly as practicable, to obtain all other relevant Permits, consents, and approvals in furtherance of and for the ability effective continuity of projects and business operations of such Portfolio Company, and for that purpose will agree with, cooperate with and execute all necessary documents, agreements, amendments thereto, or undertakings requested or required by Governmental Authorities or other Persons, in form and substance satisfactory to the Parties; (iii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith; and (iv) cooperate with the Seller as reasonably necessary to obtain the Seller Approval Requirements and the Seller Consent Requirements. Without limiting the generality of the Parties to consummate foregoing, the transaction contemplated by this Reorganization Agreement. Subject to the provisions of this Section, Emclaire Purchaser shall useprovide, and shall cause its Affiliates to provide, true and accurate information in a timely manner with respect to all filings with, notices to, and agreements and undertakings with Governmental Authorities.
(c) The Parties will provide prompt notification to each other in writing when any such approval referred to in Sections 6.1
(a) (i) or 6.1
(b) (i) above is obtained, taken, made or given, as applicable, or when any such requirement or request referred to in Sections 6.1(a)(ii) or 6.1(b)(ii) above is received, made or given, as applicable, and will advise each other in writing of its Subsidiaries to use, its best efforts to obtain consents of all third parties and Regulatory Authorities necessary any material communications with any Governmental Authority or desirable for the consummation of each other Person regarding any of the transactions contemplated by this Reorganization Agreement.
(d) In furtherance of the foregoing covenants:
(i) The Parties will agree upon the form and substance of certain necessary filings (the “Agreed Filings”) to be made in connection with the Seller Approval Requirements, Seller Consent Requirements and Purchaser Approval Requirements within 10 Business Days after the date hereof. Within 10 Business Days after agreement on the Agreed Filings, the Purchaser or the Seller, as applicable, shall file the Agreed Filings with the relevant Governmental Authorities. In addition to using due diligence in completing and obtaining approval of the Agreed Filings as contemplated by Sections 6.1(a) or 6.1(b), the Purchaser or the Seller, as applicable, shall (A) request expedited treatment of the Agreed Filings, (B) promptly furnish the other Party with copies of any notices, correspondence or other written communication from the relevant Governmental Authorities with respect to the Agreed Filings, (C) promptly make any appropriate or necessary subsequent or supplemental filings with the relevant Governmental Authorities; provided, that the Party making the filing shall give the non-filing Party copies five Business Days in advance of any and all such Agreed Filings, as well as subsequent and supplemental filings or other written communication, proposed to be sent by the filing Party to the relevant Governmental Authorities with respect to the Agreed Filings, and shall make any revisions reasonably requested by the non-filing Party to such Agreed Filings, subsequent and supplemental filings or written communications, and (D) give the non-filing Party an opportunity to have a Representative present at any meetings with any representatives of the relevant Governmental Authorities with respect to the Agreed Filings. In addition to the foregoing, the Purchaser or the Seller, as applicable, shall not, and shall cause their respective Affiliates not to, take any action that could reasonably be expected to adversely affect the relevant Governmental Authorities’ acceptance or approval of the Agreed Filings.
(ii) Each of the Seller and the Purchaser shall not, and shall not permit their respective Affiliates to (A) acquire or agree to acquire, whether by merger, consolidation, or otherwise, any Assets of or equity in, any business of any other Person, or (B) become or agree to become affiliated with any other Person, if, in either case, such event could reasonably be expected to impose any delay in the expiration of any applicable waiting period or impose any delay in the obtaining of, or increase the risk of not obtaining, any Seller Approval Requirement, Seller Consent Requirement or Purchaser Approval Requirement.
(iii) The Purchaser shall not, and shall not permit its Affiliates to, acquire or agree to acquire or otherwise communicate to any Person its interest in or willingness to acquire any direct or indirect interest in any Portfolio Company other than pursuant to this Agreement without the prior written consent of the Seller.
(iv) As contemplated by Sections 6.1(a)(ii) and 6.1(b)(ii), the Seller and the Purchaser shall, and shall cause their Affiliates to, agree, enter into, and cooperate with the execution of all documents, amendments, agreements, or undertakings, as may be reasonably requested by the other Party, Governmental Authorities or other Persons for any purpose reasonably related to the completion of the Transaction.
(v) The Seller and the Purchaser shall use their respective commercially reasonable efforts to resolve objections, if any, that may be asserted with respect to the transactions contemplated hereby under any antitrust, trade, or regulatory Laws of any Governmental Authority. Anything herein to the contrary notwithstanding, however, nothing in this Agreement shall require the Purchaser, the Portfolio Companies or any of their respective Affiliates to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the sale, holding separate or other disposition of, any Assets, whether as a condition of obtaining any approval from a Governmental Authority or any other Person or for any other reason.
(vi) The Seller and the Purchaser shall make available their senior management and the senior management of their Affiliates to attend such meetings as the other Party may reasonably request in connection with any Seller Approval Requirement, Purchaser Approval Requirement, or Seller Consent Requirement.
(vii) All filing fees or similar fees required to be paid to any Governmental Authority in connection with the Seller Approval Requirements shall be borne by the Seller, and all filing fees or similar fees required to be paid to any Governmental Authority in connection with the Purchaser Approval Requirements shall be borne by the Purchaser.
Appears in 1 contract
Regulatory and Other Approvals. Within (a) The Seller and the Buyer will (i) within a reasonable period of time after execution of this Reorganization AgreementAgreement take any reasonable actions necessary to file notifications under the HSR Act and any applicable laws of Canada, Emclaire (ii) comply within a reasonable period of time with any binding request for additional information received from the Federal Trade Commission or Antitrust Division of the Department of Justice pursuant to the HSR Act or from request early termination of the applicable waiting period.
(b) The Seller shall file any use all commercially reasonable efforts to cause the Company and each of its Subsidiaries to cooperate with Buyer to take all applications commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to (i) solicit input from Governmental Entities and Accrediting Bodies regarding the process of obtaining regulatory, Accrediting Body and DOE approvals, obtain all state education regulatory body, Accrediting Body and DOE approvals, make all filings with and give all notices to Governmental Entities and Accrediting Bodies, and obtain all licenses required of the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required Company to consummate the transactions contemplated hereby, including without limitation those described in this Reorganization Agreement the Company Disclosure Letter to the Merger Agreement, (ii) provide such other information and communications to such Governmental Entities and Accrediting Bodies or other persons as Buyer or such Governmental Entities and Accrediting Bodies may request and (iii) obtain all state education regulatory body, Accrediting Body and DOE approvals, making all filings with and giving all notices to Governmental Entities and Accrediting Bodies and obtaining all licenses required of Buyer to consummate the Plan of Merger with transactions contemplated hereby. The Seller will use his commercially reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to cause the Company to provide prompt notification to Buyer when any such state education regulatory body, Accrediting Body or DOE approval or license referred to in clause (i) above is obtained, taken, made or given, as applicable, and will promptly advise Buyer of any communications (and promptly provide copies of any such communications that are in writing or filings) with any Governmental Entity or Accrediting Body regarding the appropriate Regulatory Authorities with the information required transactions contemplated by such authorities in connection with Emclaire's applications for regulatory approval and to this Agreement. In addition:
(i) The Seller shall use its best all commercially reasonable efforts to cause the Company, within ten (10) days from the date of this Agreement, to file a pre-acquisition application with DOE in order to obtain such regulatory approvalsa written statement from DOE, and to the satisfaction of Buyer in its sole discretion, that the DOE does not see any other approvals and consents as may be required for impediment to issuing the PPPAs to the Company following the Closing, as promptly as practicablewhich agreement will prevent any interruption of Title IV Program funds from the DOE to the Company and will not include (A) unusual or burdensome conditions, including, but not limited to, any requirement to administer Title IV Program funds on a reimbursement or cash monitoring basis or to post a letter of credit or other financial security with the DOE in an amount which is reasonably expected by Buyer to materially reduce the economic benefits that Buyer or its Affiliates anticipated to receive in this transaction, or (B) any requirement that would impose restrictions or limitations on the activities of Buyer or its Affiliates unrelated to the Company or its Schools; provided, however, that nothing the filing -------- ------- deadline contained in this Section 5.1(b)(i) shall be construed contingent on the Buyer cooperating fully with the Company to obligate Emclaire provide all information and materials necessary for the Company timely to take file such pre-acquisition application.
(ii) The Seller and Buyer will cause their representatives to promptly and regularly advise each other and the Company concerning the occurrence and status of any action discussions or other communications, whether oral or written, with any state education regulating body, Accrediting Body or Governmental Entity or other third party with respect to meet any condition consent or the PPPAs, including any difficulties or delays experienced in obtaining any consent, and of any conditions proposed, considered, or requested by any consent or the PPPAs.
(iii) Buyer will cooperate fully with the Seller and the Company in their efforts to obtain any consents and the PPPAs, but Buyer will not be required to obtain prior regulatory approval (i) make any expenditure or payment of funds (other than fees and expenses of Buyer's counsel, if such any) or (ii) permit any adverse changes in, or the imposition of any adverse condition would have to, any approval, license, or contract as a material adverse effect on condition to obtaining any consent or the ability of Emclaire to carry on its business, branching or acquisition programsPPPAs. Emclaire Such cooperation shall provide PSFC the opportunity to review include Buyer's full cooperation in timely filing applications and comment on all required other documents (including applications within a reasonable period and other documents filed prior to the filing thereof Closing) necessary to obtain any consent or the PPPAs.
(iv) Buyer will allow the Seller's and provide PSFC the Company's agents and representatives to participate in any meetings or telephone calls with copies any state education regulatory body, Accrediting Body or Governmental Entity to discuss the status of any consent or the PPPAs; provided, however, that the Seller and his agents will confer in advance with Buyer to agree on the issues to be discussed in such meeting or telephone call and will not introduce any issues that are not agreed to in advance and will not respond to any compliance issues first introduced in such meeting or telephone call by the state education regulatory body, Accrediting Body or Governmental Entity.
(v) The Seller will use all written communications commercially reasonable efforts to cause the Company to ensure that its appropriate officers and employees shall be available to attend, as any Governmental Entity may reasonably request, any scheduled hearings or meetings in connection with Regulatory Authorities regarding obtaining any consent or the transactions provided for herein and related applications and proceedings. PPPAs.
(c) Subject to the terms and conditions of this Reorganization Agreementherein provided, Emclaire the Seller and Farmers National agree to Buyer will take all reasonable steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts to obtain all approvals required by any contract to consummate the transactions contemplated hereby.
(d) Each of Buyer and the Seller shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any United States Governmental Entity with respect to the transactions contemplated by this Agreement under the Antitrust Laws. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, the Buyer and the Seller decide that litigation is in their best interests, each of the Buyer and the Seller shall cooperate and use all commercially reasonable efforts to vigorously contest and resist any such action or proceedings and to takehave vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any such transaction. Each of Buyer and the Seller shall use all commercially reasonable efforts to take such action as may be required to cause to be taken, all actions, and to do, the expiration of the notice periods under the HSR Act or to cause to be done, all things necessary, proper, or advisable under any applicable laws and regulations of Canada with respect to consummate and make effective, with such transactions as promptly as commercially reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject The obligations of Buyer and Seller under this Section 5.1 with respect to the provisions of this Section, Emclaire Antitrust Laws shall use, and shall cause each of its Subsidiaries to use, its best efforts not require Buyer or Seller to obtain consents or attempt to obtain any such waiver, permit, consent, approval or authorization if obtaining such waiver, permit, consent, approval or authorization would require disposition of all third parties and Regulatory Authorities necessary any assets of Buyer or desirable for the consummation Seller or any affiliate of each of the transactions contemplated by this Reorganization Agreementeither.
Appears in 1 contract
Samples: Stock Purchase Agreement (Argosy Education Group Inc)
Regulatory and Other Approvals. Within a reasonable time after execution of this Reorganization Agreement, Emclaire Kearny shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated in this Reorganization Agreement and the Plan Plans of Merger with reasonable promptness. Emclaire Kearny shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire Kearny agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with EmclaireKearny's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Emclaire Kearny to take any action to meet any condition required to obtain prior regulatory approval if Kearny shall, deem such condition would have to be unreasonable or to constitute a material adverse effect on the significant impediment upon its ability of Emclaire to carry on its business, branching business or acquisition programs. Emclaire Kearny shall provide PSFC Bancorp the opportunity to review and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC Bancorp with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions of this Reorganization Agreement, Emclaire and Farmers National agree Kearny agrees to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject to the provisions of this Section, Emclaire Kearny shall use, and shall cause each of its Subsidiaries to use, its best efforts to obtain consents of all third parties and Regulatory Authorities necessary or desirable for the consummation of each of the transactions contemplated by this Reorganization Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (1st Bergen Bancorp)
Regulatory and Other Approvals. Within a (a) Buyer shall (and the Company and Seller shall cooperate with Buyer to) take all commercially reasonable time after execution steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to (i) solicit input from governmental authorities and accrediting agencies regarding the process of this Reorganization Agreementobtaining regulatory, Emclaire shall file any accrediting agency and Department of Education approvals, obtain all applications state education regulatory body, accrediting agency and Department of Education approvals, make all filings with and give all notices to governmental authorities and accrediting agencies, and obtain all licenses required of the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required Company to consummate the transactions contemplated in this Reorganization Agreement hereby, (ii) provide such other information and communications to such governmental authorities and accrediting agencies or other persons as a party hereto or such governmental authorities and accrediting agencies may request and (iii) obtain all state education regulatory body, accrediting agency and Department of Education approvals, making all filings with and giving all notices to governmental authorities and accrediting agencies and obtaining all licenses required of Buyer to consummate the transactions contemplated hereby. Each of Buyer, Seller and the Plan Company shall provide prompt notification to the other parties when any such state education regulatory body, accrediting agency or Department of Merger Education approval or license referred to in clause (i) above is obtained, taken, made or given, as applicable, and promptly advise the other party of any communications (and promptly provide copies of any such communications that are in writing or filings) with any governmental authority or accrediting agency regarding the transactions contemplated by this Agreement. Seller shall cause the Company to comply with its obligations under this Section 4.2. In addition:
(i) Buyer use all commercially reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide cause the appropriate Regulatory Authorities parties, within ten (10) days from the date hereof, to file a pre-acquisition application with the information required by such authorities Department of Education in connection with Emclaire's applications for regulatory approval and to use its best efforts order to obtain such regulatory approvalsa written statement from the Department of Education, and to the satisfaction of Buyer in its sole discretion, that the Department of Education does not see any other approvals and consents as may be required for impediment to issuing the PPPA to each School following the Closing, as promptly as practicablewhich agreement will prevent any interruption of Title IV Program funds from the Department of Education to the Schools and will not include (A) unusual or burdensome conditions, including, but not limited to, any requirement to administer Title IV Program funds on a reimbursement or cash monitoring basis or to post a letter of credit or other financial security with the Department of Education, or (B) any requirement that would impose restrictions or limitations on the activities of Buyer or its affiliates unrelated to the Company or the Schools; provided, however, that nothing the filing deadline contained in this Section 5.1(b)(i) shall be construed contingent on Seller and the Company cooperating fully with Buyer to obligate Emclaire provide all information and materials necessary for Buyer timely to take file such pre-acquisition application.
(ii) The parties will cause their representatives to promptly and regularly advise each other and the Company concerning the occurrence and status of any action discussions or other communications, whether oral or written, with any state education regulating body, accrediting agency or governmental authority or other third party with respect to meet any condition consent or the PPPA for each School, including any difficulties or delays experienced in obtaining any consent, and of any conditions proposed, considered, or requested by any consent or the PPPA for each School.
(iii) Seller and the Company will cooperate fully with Buyer in its efforts to obtain any consents and the PPPA for each School, but neither Seller nor the Company will be required to obtain prior regulatory approval (i) make any expenditure or payment of funds (other than fees and expenses of their counsel, if such any) or (ii) permit any adverse changes in, or the imposition of any adverse condition would have to, any approval, license, or contract as a material adverse effect on condition to obtaining any consent or the ability of Emclaire to carry on its business, branching or acquisition programsPPPA for each School. Emclaire Such cooperation shall provide PSFC include Seller's and the opportunity to review Company's full cooperation in timely filing applications and comment on all required other documents (including applications within a reasonable period and other documents filed prior to the filing thereof Closing) necessary to obtain any consent or the PPPA for each School.
(iv) Buyer will allow Seller's and provide PSFC the Company's agents and representatives to participate in any meetings or telephone calls with copies any state education regulatory body, accrediting agency or governmental authority to discuss the status of any consent or the PPPA for each School; provided, however, that Seller and its agents will confer in advance with Buyer to agree on the issues to be discussed in such meeting or telephone call and will not introduce any issues that are not agreed to in advance and will not respond to any compliance issues first introduced in such meeting or telephone call by the state education regulatory body, accrediting agency or governmental authority.
(v) Seller will use all commercially reasonable efforts to cause the Company to ensure that its appropriate officers and employees shall be available to attend, as any governmental authority may reasonably request, any scheduled hearings or meetings in connection with obtaining any consent or the PPPA for each School.
(b) Promptly after the execution of this Agreement, each of Buyer and Seller shall cooperate to seek any and all required approvals of all written communications with Regulatory Authorities regarding the transactions provided for herein state and related applications regional educational regulatory authorities and proceedings. Subject to the terms and conditions of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreementaccrediting agencies, including, without limitationbut not limited to, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability those of the Parties to consummate State of California and the transaction contemplated by this Reorganization Agreement. Subject to the provisions State of this SectionNevada, Emclaire shall use, and shall cause each of its Subsidiaries to use, its best efforts to obtain consents of all third parties and Regulatory Authorities which are necessary or desirable for the consummation of each of the transactions contemplated by this Reorganization Agreementhereby.
Appears in 1 contract
Regulatory and Other Approvals. Within a (a) Seller will use commercially reasonable time after execution of this Reorganization Agreement, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing(i) obtain, as promptly as practicable; providedpossible, howeverall Seller’s Required Consents, that nothing (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or such other Persons may reasonably request in this Section connection therewith, and (iii) provide reasonable cooperation to Buyer in obtaining Buyer’s Required Consents. In furtherance of the foregoing covenant, Seller shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on prepare and submit as soon as practicable following the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review execution by Seller and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions Buyer of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, necessary filings for Seller in connection with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization AgreementAgreement that may be required under the HSR Act and the rules and regulations promulgated thereunder. Seller shall request expedited treatment of such filings, includingshall promptly make any appropriate or necessary subsequent or supplemental filings, without limitation, using and shall cooperate with Buyer in the preparation of such filings as is reasonably necessary and appropriate.
(b) Buyer will use commercially reasonable efforts to lift or rescind any injunction or restraining (i) obtain, as promptly as possible, all Buyer’s Required Consents, (ii) provide such other information and communications to such Governmental Authorities or other order adversely affecting the ability Persons as such Governmental Authorities or such other Persons may reasonably request in connection therewith, and (iii) provide reasonable cooperation to Seller in obtaining Seller’s Required Consents. In furtherance of the Parties to consummate foregoing covenant, Buyer shall prepare and submit as soon as practicable following the transaction execution by Seller and Buyer of this Agreement, all necessary filings for Buyer in connection with the transactions contemplated by this Reorganization AgreementAgreement that may be required under the HSR Act and the rules and regulations promulgated thereunder. Subject to the provisions Buyer shall request expedited treatment of this Sectionsuch filings, Emclaire shall usepromptly make any appropriate or necessary subsequent or supplemental filings, and shall cause each cooperate with Seller in the preparation of its Subsidiaries such filings as is reasonably necessary and appropriate.
(c) Buyer shall pay the filing fee required to usebe paid under the HSR Act.
(d) Each Party will provide prompt notification to the other when any such consent, its best efforts approval, action, filing or notice referred to obtain consents in Section 7.1(a)(i) or 7.1(b)(i), respectively, is obtained, taken, made or given, as applicable, and will advise such other Party of all third parties and Regulatory Authorities necessary any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or desirable for the consummation of each other Person regarding any of the transactions contemplated by this Reorganization Agreement.
Appears in 1 contract
Samples: Partnership Interest Purchase and Sale Agreement (Tc Pipelines Lp)
Regulatory and Other Approvals. Within a reasonable time after execution of this Reorganization AgreementDuring the Interim Period:
(a) Each Party will and will cause its respective applicable Affiliates to, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated hereby, (i) take all commercially reasonable steps necessary, and proceed diligently and in this Reorganization Agreement good faith and use all commercially reasonable efforts, to obtain as promptly as practicable the Seller’s Required Consents and the Plan Buyer’s Required Consents applicable to such Person and to make all required filings required to be made by it with, and to give all notices required to be given by it to, Governmental Authorities, and (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith. Each Party agrees that it will accept the terms of Merger with reasonable promptness. Emclaire all Permits as existing on the date of this Agreement (including the Environmental Permits) relating to the operation of the Acquired Assets, and shall pay all fees and expenses arising not seek to amend any of such terms in connection with filings relating to the transactions contemplated by this Agreement, other than as necessary to effect the transfer of such applications for regulatory approvalPermits. Emclaire agrees Notwithstanding anything to use the contrary in this Agreement, none of Buyer or its best efforts Affiliates shall be required to provide the appropriate Regulatory Authorities with the information required by such authorities agree to take or refrain from taking any action in connection with Emclaire's applications for regulatory approval and a Seller’s Required Consent or a Buyer’s Required Consent that could reasonably be expected to use its best efforts result in a Burdensome Condition. Seller shall reasonably cooperate with Buyer in providing such notices to obtain such regulatory approvals, and any other approvals and consents counterparties to Assigned Contracts as may be required for by the Closingterms of such Assigned Contracts or as Buyer (acting reasonably) may deem necessary, including notices providing counterparties with updated notice information and updated bank account information to which any applicable payments should be made by such counterparties.
(b) The Parties will provide prompt notification to each other when any such consent referred to in Section 5.2(a) is obtained, taken, made, given or denied, as promptly applicable, and will, subject to Section 5.2(c), advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement.
(c) In furtherance of the foregoing covenants:
(i) Within two (2) Business Days following execution of this Agreement, Seller shall notify the Division as required by the Final Judgment and, as soon as is practical following the execution of this Agreement, Buyer shall prepare all necessary filings required to be made with the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act, and each Party shall prepare all other necessary filings in connection with the transactions contemplated by this Agreement that may be required to be filed by such Party with applicable Governmental Authorities or under any applicable Laws. Except as set forth in the immediately preceding sentence, each Party shall submit such filings as soon as practicable; provided, howeverbut in no event later than fifteen (15) days (subject to extension by mutual written agreement) after the execution hereof. The Parties shall take commercially reasonable efforts to respond to any questions or information requests of the Division and to comply with the timelines set forth in the Final Judgment. The Parties shall request expedited treatment of any such filings (where applicable), that nothing promptly furnish each other with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, promptly make any appropriate or necessary subsequent or supplemental filings, submissions or responses to any Governmental Authority, and cooperate in the preparation of such filings, submissions or responses as is reasonably necessary and appropriate. Subject to the last sentence in this Section 5.2(c)(i), (x) each Party shall have the right to review in advance all information related to Seller, the Facilities, the Acquired Assets or Buyer, as applicable, and the transactions contemplated by this Agreement with respect to any filing, submission or response with any Governmental Authority made by the other Party in connection with the transactions contemplated by this Agreement; (y) prior to the submission by Buyer of any filings to be construed made pursuant to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on the ability of Emclaire to carry on its businessthis Section 5.2, branching or acquisition programs. Emclaire Buyer shall provide PSFC the to Seller a draft of each such filing, submission and response and reasonable opportunity to review and comment on all required applications within each such filing; and (z) Buyer and Seller shall cooperate with each other to, and shall use reasonable efforts to, incorporate the other’s comments into such filings. Notwithstanding the foregoing, neither Buyer nor Seller shall be obligated to share any information, filing, submission or responses with the other Party if a reasonable period prior Governmental Authority objects to the filing thereof and provide PSFC with copies sharing of all written communications with Regulatory Authorities regarding such information, filings, submission or response.
(ii) Each Party will bear its own costs for the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions preparation of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining or other order adversely affecting the ability of the filing.
(iii) The Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject to the provisions of this Section, Emclaire shall usenot, and shall cause each their respective Affiliates not to, take any action that would reasonably be expected to adversely affect or delay the approval of any Governmental Authority of any of the filings referred to in Section 5.2(c).
(iv) Seller shall, and shall cause its Subsidiaries Affiliates that own or are counterparties to useany Acquired Assets to, its use best efforts to, and Buyer shall use commercially reasonable efforts to, secure the transfer or reissuance of the Permits (including the Transferred Permits), Emission Allowance compliance accounts for the Facilities, Seller’s Required Consents and Buyer’s Required Consents, effective as of the Closing Date. Each of Seller and Buyer shall cooperate with the other Party in this regard, and Seller shall use best efforts to, and Buyer shall use commercially reasonable efforts to, assist in such transfer or reissuance. If the Parties are unable to obtain secure such transfer or reissuance effective on the Closing Date, the Parties shall continue to reasonably cooperate with the other Party’s efforts to secure such transfer or reissuance following the Closing Date.
(d) The Parties hereto shall consult with each other prior to proposing or entering into any stipulation or agreement with any Governmental Authority or any third party whose consent is a Seller’s Required Consent or a Buyer’s Required Consent in connection with any Federal, State or local governmental consents of all third parties and Regulatory Authorities necessary or desirable approvals legally required for the consummation of each of the transactions contemplated by this Reorganization Agreementhereby, and shall not propose or enter into any such stipulation or agreement without the other Party’s prior written consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Regulatory and Other Approvals. Within a Seller will (a)(i) take all reasonable time after execution steps necessary or desirable, and proceed diligently and in good faith and use all reasonable efforts, as promptly as practicable to obtain all consents, approvals (including Final Orders) or actions of, to make all filings with and to give all notices to Governmental or Regulatory Authorities provided that the Final Order(s) of this Reorganization Agreement, Emclaire shall file the OPUC approving the transaction and the terms and conditions of each of the Operative Agreements and the respective regulatory treatment of any and all applications with the appropriate government Regulatory Authorities financial impacts thereof in order each case shall be in form and substance satisfactory to Seller in its reasonable discretion and (ii) take all commercially reasonable steps necessary or desirable to obtain the Government Approvals all consents, approvals or actions, and shall take such give all notices to, any other actions as may be reasonably Person required of Seller, in each case, to consummate the transactions contemplated hereby and by the Operative Agreements, including those described in this Reorganization Agreement Section 2.03 of the Disclosure Schedule and Seller Required Regulatory Approvals, or required for Purchaser to own, operate or maintain, on and after the Plan Closing, the Assets substantially as such assets are currently owned, operated and maintained by Seller, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith and (c) provide reasonable cooperation (i) to Purchaser in obtaining all Purchaser Required Regulatory Approvals and other consents, approvals or actions of, making all filings with and giving all notices to Governmental or Regulatory Authorities or other Persons required of Merger with reasonable promptness. Emclaire shall pay all fees Purchaser to consummate the transactions contemplated hereby and expenses arising by the Operative Agreements and (ii) to Purchaser and Purchaser's potential lenders in connection with such applications Purchaser Financing for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement. Prior to making any filings with a Governmental or Regulatory Authority pursuant to this Section 4.01, Seller agrees to provide copies of such filings to Purchaser. Nothing in this Agreement shall require Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, using reasonable efforts the Seller Required Regulatory Approvals. Seller will provide prompt notification to lift Purchaser when any such consent, approval, action, filing or rescind notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any injunction communications (and, unless precluded by Law or restraining Order, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject to the provisions of this Section, Emclaire shall use, and shall cause each of its Subsidiaries to use, its best efforts to obtain consents of all third parties and Regulatory Authorities necessary or desirable for the consummation of each Person regarding any of the transactions contemplated by this Reorganization AgreementAgreement or any of the Operative Agreements.
Appears in 1 contract
Regulatory and Other Approvals. Within a (a) Purchaser will as promptly as reasonably practicable take all commercially reasonable time after execution of this Reorganization Agreement, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order steps necessary to obtain the Government Approvals all consents, approvals or actions of, make all filings with and shall take such give all notices to Governmental Entities or any other actions as may be reasonably Person required of Purchaser to consummate the transactions contemplated in this Reorganization Agreement hereby, including, without limitation, a complete Premerger Notification Report with the FTC and the Plan DOJ to the extent required by the HSR Act (to be file as soon as practicable after execution and delivery of Merger with this Agreement). If agreed by the Parties, each of the parties shall request, and use commercially reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide obtain, early termination of any waiting period under the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing, as promptly as practicableHSR Act; provided, however, that nothing in this Section Purchaser acknowledges that it shall not seek early termination of any waiting period under the HSR Act without the prior express written consent of Shareholders’ Representative. Purchaser shall be construed solely obligated to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on pay the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review and comment on all required applications within a reasonable period prior filing fees payable to the filing thereof and provide PSFC FTC in connection with copies the HSR filing. None of all written communications Salvage Disposal, the Shareholders or Purchaser shall extend any waiting period under the HSR Act or enter into any agreement with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to FTC or the terms and conditions of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations DOJ not to consummate and make effective, with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization Agreement, includingexcept with the prior written consent of the other Parties hereto. Salvage Disposal, without limitation, using reasonable efforts the Shareholders and Purchaser shall (a) provide such other information and communications to lift or rescind any injunction or restraining such Governmental Entities or other order adversely affecting Persons as such Governmental Entities or other Persons may reasonably request in connection therewith and (b) provide reasonable cooperation to Purchaser in connection with the ability performance of the Parties its obligations under this Section 7.01 and Section 7.02 below. The Shareholders’ Representative will provide, or cause to consummate the transaction contemplated by this Reorganization Agreement. Subject be provided, notification to the provisions of this SectionPurchaser when any such consent, Emclaire shall useapproval, action, filing or notice referred to above is obtained, taken, made or given, as applicable, and shall cause each will advise Purchaser of its Subsidiaries to useany communications (and, its best efforts to obtain consents unless precluded by Law, provide copies of all third parties and Regulatory Authorities necessary any such communications that are in writing) with any Governmental Entity or desirable for the consummation of each other Person regarding any of the transactions contemplated by this Reorganization Agreement. Notwithstanding the foregoing or anything herein to the contrary, neither the Shareholders nor Salvage Disposal nor Purchaser will seek or obtain any consents or approvals with respect to any customers or suppliers of Salvage Disposal including any insurance company suppliers, without regard to whether such customers or suppliers are listed on the Disclosure Schedules hereto. In addition to Purchaser’s obligations pursuant to Section 7.05, Purchaser shall not take or permit to be taken any action that would reasonably be expected to result in the disclosure of the transactions contemplated by this Agreement, except as may be necessary in connection with the performance of its obligations under this Section 7.01 and as may be required by Law.
Appears in 1 contract
Regulatory and Other Approvals. Within a (a) Seller will use commercially reasonable time after execution of this Reorganization Agreement, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing(i) obtain, as promptly as practicable; providedpossible, howeverall Seller's Required Consents, that nothing (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or such other Persons may reasonably request in this Section connection therewith, and (iii) provide reasonable cooperation to Buyer in obtaining Buyer's Required Consents. In furtherance of the foregoing covenant, Seller shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on prepare and submit as soon as practicable following the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review execution by Seller and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions Buyer of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective, necessary filings for Seller in connection with reasonable promptness after the date of this Reorganization Agreement, the transactions contemplated by this Reorganization AgreementAgreement that may be required under the HSR Act and the rules and regulations promulgated thereunder. Seller shall request expedited treatment of such filings, includingshall promptly make any appropriate or necessary subsequent or supplemental filings, without limitation, using and shall cooperate with Buyer in the preparation of such filings as is reasonably necessary and appropriate.
(b) Buyer will use commercially reasonable efforts to lift or rescind any injunction or restraining (i) obtain, as promptly as possible, all Buyer's Required Consents, (ii) provide such other information and communications to such Governmental Authorities or other order adversely affecting the ability Persons as such Governmental Authorities or such other Persons may reasonably request in connection therewith, and (iii) provide reasonable cooperation to Seller in obtaining Seller's Required Consents. In furtherance of the Parties to consummate foregoing covenant, Buyer shall prepare and submit as soon as practicable following the transaction execution by Seller and Buyer of this Agreement, all necessary filings for Buyer in connection with the transactions contemplated by this Reorganization AgreementAgreement that may be required under the HSR Act and the rules and regulations promulgated thereunder. Subject to the provisions Buyer shall request expedited treatment of this Sectionsuch filings, Emclaire shall usepromptly make any appropriate or necessary subsequent or supplemental filings, and shall cause each cooperate with Seller in the preparation of its Subsidiaries such filings as is reasonably necessary and appropriate.
(c) Buyer shall pay the filing fee required to usebe paid under the HSR Act.
(d) Each Party will provide prompt notification to the other when any such consent, its best efforts approval, action, filing or notice referred to obtain consents in Section 7.1(a)(i) or 7.1(b)(i), respectively, is obtained, taken, made or given, as applicable, and will advise such other Party of all third parties and Regulatory Authorities necessary any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or desirable for the consummation of each other Person regarding any of the transactions contemplated by this Reorganization Agreement.
Appears in 1 contract
Samples: Partnership Interest Purchase and Sale Agreement (Northern Border Partners Lp)
