Regulatory and Other Matters Sample Clauses
Regulatory and Other Matters. (a) The Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all third parties and Governmental Entities and Consents that are necessary or advisable to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each of the Parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Laws relating to the confidentiality of information, all information relating to Rand or East, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchase. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicable. The Parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase and each Party will keep the other apprised of the status of matters relating to completion of the Stock Purchase.
(b) Without in any way limiting the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as m...
Regulatory and Other Matters. 8.1 Except as may otherwise be agreed, Urology Company shall refer any significant complaints or reports of incidents which it or any of its Affiliates receives concerning the Product supplied by Columbia and affecting quality to Columbia within four (4) working days of Urology Company's receipt of the same, provided, that all complaints concerning suspected or actual Product tampering, contamination or mix‑up shall be delivered within one (1) working day of receipt of the same by Urology Company or any Affiliate or subcontractor of Urology Company. For the avoidance of doubt, to the extent that any such complaint amounts to or relates to an Adverse Reaction the pharmacovigilance provisions pursuant to Clause 8.2 shall apply in relation to such complaint: in the event of any inconsistency between the application of this Clause 8.1 and such pharmacovigilance provisions, the terms of such pharmacovigilance provisions shall prevail.
8.2 It is acknowledged that Urology Company shall be responsible for all safety reporting and all other pharmacovigilance activities relating to the Product in the Territory including all costs and expenses of third parties relating to safety reporting, medical information, and pharmacovigilance obligations in the Territory, as required by Applicable Laws. It is agreed that Urology Company shall be entitled to secure the services of any competent provider of pharmacovigilance services as it sees fit and to negotiate the fees for the provision of those services as it sees fit. Columbia will undertake commercially reasonable steps to transfer or terminate its agreement for the provision of pharmacovigilance from Fulcrum Pharma Europe Limited.
8.3 The Parties agree that the costs of recall shall be met as follows: if a recall arises due to any act or omission by Urology Company the cost of goods sold, distribution expenses and third-party recall expenses (collectively, the “Recall Costs”) shall be borne by Urology Company; if a recall arises due to any act or omission of Columbia then the Recall Costs shall be borne by Columbia. Urology Company shall maintain records of all sales of Product and customers sufficient for Urology Company (as appropriate) to adequately administer a recall for the period required by Applicable Law.
8.4 The Parties shall agree upon a technical agreement as required pursuant to Directive 2001/83, as amended by EU Directive 2004/27. In the event of any inconsistency between the terms of this Agreement and su...
Regulatory and Other Matters. 50 8.1. LIFC Stockholder Meeting....................................50 8.2. Proxy Statement-Prospectus..................................50 8.3. Regulatory Approvals........................................51 (ii)
Regulatory and Other Matters. 65 8.1. HRB and FNFG Shareholder Meetings...........................65 8.2. Joint Proxy Statement-Prospectus............................66 8.3. Regulatory Approvals........................................67 8.4. Affiliates..................................................67
Regulatory and Other Matters. 8.1. Meeting of Premier Stockholders; Proxy Statement-
Regulatory and Other Matters. 8.1. Meeting of Premier Stockholders; Proxy Statement-Prospectus; Merger Registration Statement. 8.2. Regulatory Approvals.
Regulatory and Other Matters. The issuance of any cease and desist order against Borrower, any Subsidiary Holding Company or any Subsidiary Bank and/or the entry of any memorandum of understanding or other agreement between Borrower, any Subsidiary Holding Company or any Subsidiary Bank and any Regulatory Agency and any amendment or modification of the foregoing, regardless of whether the same is voluntary or involuntary; (b) the receipt of any written communication from any Regulatory Agency or the receipt of any request from any Regulatory Agency for a meeting with the executive officers or board of directors of Borrower, any Subsidiary Holding Company or any Subsidiary Bank, or (c) any material modification of the terms of any agreement related to the sale of Xxxxx County State Bank, an Illinois banking corporation (“Xxxxx County”), or Marine Bank & Trust, an Illinois banking corporation (“Marine”), including any modification that is likely to result in the purchase price or the proceeds from such sale to be reduced or any termination of any agreement relating the sale of such banks, within 24 hours after learning of the occurrence thereof.”
Regulatory and Other Matters. All transactions negotiated or conducted utilizing ICE CHAT will be settled directly between Subscriber and the relevant counterparty in accordance with any separate agreements between Subscriber and such counterparty. ICE CHAT is not (i) a trading facility and does not function as a trading facility within the meaning of Section 1a of the Commodity Exchange Act (“CEA”), (ii) a broker-dealer, exchange or alternative trading system for purposes of the Securities Exchange Act of 1934, as amended, or (iii) an entity or person in any jurisdiction outside of the United States of America having qualifications similar to the qualifications referenced in Sections 3(i) and (ii) of this Annex.
Regulatory and Other Matters. 33 Section 8.01 Meeting of Stockholders. ..................................................................................................................................................................................................................33 Section 8.02 Proxy Statement..................................................................................................................................................................................................................................34 Section 8.03 Regulatory Approvals.......................................................................................................................................................................................................................34
Regulatory and Other Matters. Within sixty (60) days of the date of execution of this Agreement (provided that MidCity continues to reasonably believe that the other closing conditions herein can still be met), MidCity shall file or cause to be filed applications to fulfil all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of the Board of Governors of the Federal Reserve System, if necessary, and/or any other governmental entity having jurisdiction over MidCity and pay all fees and expenses associated therewith) and requests for consents or approvals of any third party required to be fulfilled by MidCity for the completion of the transactions contemplated by this Agreement. The Company shall be provided with substantially final draft applications for its review prior to the filings required above to the extent such application are material and time reasonably permits such review. MidCity shall furnish to the Company copies of all such regulatory filings and requests and all related correspondence, and shall use commercially reasonable efforts to obtain all such regulatory approvals and third party consents at the earliest practicable time; provided, however, that nothing in this Section 5.6 shall be construed to obligate MidCity to take any action to meet any condition required to obtain any prior regulatory approval if such condition would reduce the benefits of the transactions contemplated by this Agreement in such a material manner that MidCity, in its good faith and reasonable judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof.