Regulatory and Third Party Approvals. (i) Other than any approvals or filings, notices or permits required to be obtained or made by the Company, the Shareholders or any Person related to any of them, there is no requirement to make any filing with, give any notice to or obtain any permit as a condition to the lawful completion of the Transaction, except for the filings, notifications and permits described in the Purchaser Public Disclosure Record.
(ii) Except as disclosed in the Purchaser Public Disclosure Record, there is no requirement under the Purchaser Material Contracts for any approvals from any party to that Contract or from any other Person relating to the completion of the Transaction, for which such approval has not been obtained.
Regulatory and Third Party Approvals. (a) Subject to the terms and conditions herein provided, CIMA and aaiPharma shall:
(1) as promptly as reasonably practicable make their respective filings under the HSR Act with respect to the Mergers, and thereafter promptly make any other required submissions under the HSR Act;
(2) use their reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby (the "Requisite Regulatory Approvals") and (B) timely making all such filings in respect of those Requisite Regulatory Approvals and timely seeking all such Requisite Regulatory Approvals;
(3) use their reasonable best efforts to prepare and file, as applicable, as soon as is reasonably practical, all documentation to effect and obtain all Requisite Regulatory Approvals;
(4) promptly notify each other as soon as is reasonably practicable of any material communication concerning this Agreement or the transactions contemplated hereby (including the Mergers) to that party or its Subsidiaries from any Governmental Authority and permit the other party to review in advance any proposed communications concerning this Agreement or the transactions contemplated hereby (including the Mergers) to any Governmental Authority;
(5) to the extent reasonably practicable, not agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby (including the Mergers) unless it consults with the other party in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in the meeting or discussion;
(6) furnish the other party with copies of all material correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the Mergers;
(7) furnish the other party with such necessary information and rea...
Regulatory and Third Party Approvals. (a) The Acquired Companies shall, and, as applicable, shall cause the Subsidiaries to, as promptly as practicable (i) use commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of, and take any action in respect of, any Persons and Governmental Authorities necessary or advisable of any of the Acquired Companies or the Subsidiaries to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 3.4 and Section 3.5 of the Disclosure Schedule, (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 and (iii) provide such necessary information and reasonable cooperation to the Purchaser or its outside counsel as reasonably requested by the Purchaser in connection with the performance of the Purchaser’s obligations under Section 7.2. The Acquired Companies shall provide prompt notification to the Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Purchaser or its outside counsel) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents.
(b) Notwithstanding the foregoing, in no event shall any of the Sellers, Acquired Companies or the Subsidiaries be required to make any payment (other than reasonable legal fees) that it is not presently contractually required to make, enter into any other agreement or arrangement with any Person that it is not presently contractually required to enter into, accept any significant modification in any existing agreement or arrangement, take any action that would alter or restrict in any way any of the Acquired Companies’ or any of their respective Affiliates’ business or commercial practices (including divesting or holding separate any of its assets or portion of its business).
Regulatory and Third Party Approvals. The Shareholders and the Company shall be in receipt of all regulatory or third party approvals which, in Purchaser's opinion, are necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, including, but not limited to, any approvals required under the HSR Act.
Regulatory and Third Party Approvals. The parties to not anticipate that any regulatory, governmental or other third party approvals or consents are required in order to consummate the Transactions, but if any of the foregoing are required, the parties shall use their respective best efforts to provide such approvals or consents so that the Transactions may be consummated at the earliest possible time.
Regulatory and Third Party Approvals. At or prior to Closing, all Regulatory Approvals and material third party consents required to complete the transactions contemplated herein shall have been obtained.
Regulatory and Third Party Approvals. (a) The Seller, each Company, and Buyer, respectively, will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals, authorizations, clearances, and Orders of Governmental Authorities required of such party to consummate the transactions contemplated by this Agreement, and (ii) cooperate with the other parties hereto in obtaining, as promptly as practicable, all approvals, authorizations, clearances, and Orders of Governmental Authorities required of the other parties to consummate the transactions contemplated by this Agreement.
(b) The Seller and each Company will use all commercially reasonable efforts, as promptly as practicable, to obtain all consents, approvals, and actions disclosed or required to be disclosed in SECTION 3.3 of the Disclosure Letter.
(c) Buyer will use all commercially reasonable efforts, as promptly as practicable, to obtain all consents, approvals, and actions disclosed or required to be disclosed in SECTION 4.3 of the Disclosure Letter.
Regulatory and Third Party Approvals. Other than the Approvals described in Schedule 4.2(1)(d), there is no requirement for HondaSub to make any filing with or give any notice to a Governmental Authority or other Person, or obtain any Permit or consent from any Person as a condition to the lawful completion of the Transactions.
Regulatory and Third Party Approvals. No consent, approval, order or authorization of, or declaration or filing with, any Regulatory Authority is required to be obtained by the Company in connection with the execution and delivery of this Agreement and the consummation by the Company of its obligations under this Agreement, including the consummation of the Amalgamation other than those which are contemplated by this Agreement.
Regulatory and Third Party Approvals. (i) The waiting period and any extensions thereof applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or terminated or early termination or approval shall have been granted and (ii) the Consents required under the agreements set forth on Section 7.1(a) of the Seller Disclosure Letter shall have been duly made, given or obtained and shall be in full force and effect;
