Regulatory Approvals and Filings. Contracts, Commitments, etc. The Company has made or will, no later than ten business days after the date hereof, make available to Zions Bancorp or grant to Zions Bancorp continuing access until the Effective Date to originals or copies of the following documents relating to the Company and the Bank:
(a) All regulatory approvals received since January 1, 1992, of the Company and the Bank relating to all bank and nonbank acquisitions or the establishment of de novo operations;
(b) All employment contracts, election contracts, retention contracts, deferred compensation, non-competition, bonus, stock option, profit-sharing, pension, retirement, consultation after retirement, incentive, insurance arrangements or plans (including medical, disability, group life or other insurance plans), and any other remuneration or fringe benefit arrangements applicable to employees, officers, or directors of the Company or the Bank, accompanied by any agreements, including trust agreements, embodying such contracts, plans, or arrangements, and all employee manuals and memoranda relating to employment and benefit policies and practices of any nature whatsoever (whether or not distributed to employees or any of them), and any actuarial reports and audits relating to such plans;
(c) All material contracts, agreements, leases, mortgages, and commitments, except those entered into in the ordinary course of business, to which the Company or the Bank is a party or may be bound; or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments;
(d) All material contracts, agreements, leases, mortgages, and commitments, whether or not entered into in the ordinary course of business, to which the Company or the Bank is a party or may be bound and which require the consent or approval of third parties to the execution and delivery of this Agreement or to the consummation or performance of any of the transactions contemplated thereby, or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments;
(e) All deeds, leases, contracts, agreements, mortgages, and commitments, whether or not entered into in the ordinary course of business, to which the Company or the Bank is a party or may be bound and which relate to land, buildings, fixtures, or other real property upon or within which the Company or the Bank opera...
Regulatory Approvals and Filings. Each Party covenants and agrees to use its best efforts to promptly prepare and file all necessary permits, consents, approvals, and authorizations, and make all filings, with all Governmental Entities and all other Persons necessary or advisable to consummate the Transactions. The Parties will cooperate with each other and their Representatives in the preparation of any documents or other materials that may be required by any Government Entity to consummate the Transaction.
Regulatory Approvals and Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Authority; provided, that nothing contained herein shall be deemed to require Parent, or require or permit the Company, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.
(b) Without limiting the generality of the foregoing, as soon as practicable after the date of this Agreement (but in no event later than forty-five (45) days following the date of this Agreement), Parent and the Company shall each prepare and file any applications, notices and filings required in order to obtain the Regulatory Approvals. Parent and the Company shall each use reasonable best efforts to obtain each such approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Regulatory Ap...
Regulatory Approvals and Filings. The parties shall have made all material filings and submissions with, and obtained all material authorizations, approvals, consents, qualifications, orders and waivers from, all Governmental Authorities necessary to be obtained in order to effect the Closing (or Subsequent Closing), if any.
Regulatory Approvals and Filings. The Company shall not be under any obligation to complete the transactions contemplated under this Agreement unless and until the Company or the Augusta Group, as the case may be, shall have made all filings and registrations with and obtained all approvals from all federal and state bank regulatory agencies respecting the transactions contemplated herein which approvals shall be in full force and effect and all waiting periods required by law shall have expired. In addition, if the Company or the Augusta Group shall have received notification from any state or federal bank regulatory agency which in the reasonable judgment of the Company is materially adverse to the transactions contemplated herein and which requires the Company to undertake to make any filing or to take other measures which are unduly onerous to the Company, the Company shall not be under any obligation to complete that transaction contemplated by this Agreement.
Regulatory Approvals and Filings. Purchaser 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 and clearances of governmental and regulatory authorities required of it to consummate the transactions contemplated hereby, including without limitation the Texas Department of Insurance and, if required in connection with the acquisition of Imperial Plan, appropriate bank regulatory authorities, (ii) provide such other information and communications to such governmental and regulatory authorities as Sellers or such authorities may reasonably request, (iii) cooperate with Sellers in obtaining, as soon as practicable, all approvals, authorizations and clearances of governmental and regulatory authorities required of Sellers to consummate the transactions contemplated hereby and (iv) satisfy all filing requirements of Purchaser required with respect to the purchase and sale contemplated by this Agreement under the Securities Exchange Act of 1934 and applicable state securities laws.
Regulatory Approvals and Filings. NSMY agrees to obtain, or cause to be obtained, at its sole cost and expense, any governmental approval and make, or cause to be made, any filings or notifications required under all applicable laws, regulations and ordinances of the Territory to enable this Agreement to become effective or to enable any payment pursuant to the provisions of this Agreement to be made. NSMY agrees to keep NSI informed of the progress in obtaining all such government approvals. NSMY agrees to cooperate with NSI and to take such actions as NSI shall reasonably request in order to obtain such approvals.
Regulatory Approvals and Filings. Pinnacle shall not be under any obligation to complete the transactions contemplated under this Agreement unless and until Pinnacle or the Augusta Group (as set forth in Section 4.1) shall have made all filings and registrations with and obtained all approvals from all federal and state bank regulatory agencies respecting the transactions contemplated herein which approvals shall be in full force and effect and all waiting periods required by law shall have expired. In addition, if Pinnacle or the Augusta Group shall have received notification from any state or federal bank regulatory agency which in the reasonable judgment of Pinnacle is materially adverse to the transactions contemplated herein and which requires Pinnacle to undertake to make any filing or to take other measures which are unduly onerous to Pinnacle, Pinnacle shall not be under any obligation to complete that transaction contemplated by this Agreement.
Regulatory Approvals and Filings. Lotus shall apply for, obtain and maintain all regulatory approvals from Regulatory Authorities in the Territory, and comply with all Legal Requirements with respect to the Product necessary for Lotus to sell the Products in the Territory necessary to support Lotus’ drug applications in the Territory and otherwise necessary to allow Lotus to perform its obligations, and exercise its license rights, under this Agreement. Lotus shall use commercial reasonable efforts: (i) at Lotus’ own expense and sole responsibility, Lotus shall import API or drug substance and drug product from the contract manufacturer organization(s) and conduct all necessary analytical testing(s) or pre-clinical studies in the Territory for regulatory approvals; (ii) Lotus shall be solely responsible, at Lotus’ own expense, for the import of the API and drug product for local clinical studies in the Territory; and (iii) Lotus has and assumes full financial and operational responsibility for the Product development (pre-clinical and clinical), registration and filing, and for obtaining any and all required approvals anywhere in the Territory. Unicycive shall provide documents not included in the US Dossier but available at the site, free of charge, including 3 batches of Process Validation of the Product, API DMF, GMP documents and GCP documents required for registration in the Territory. Lotus will bear the translation cost if those documents are not available in English.
Regulatory Approvals and Filings. Arrowhead-Held INDs and other Regulatory Filings. Arrowhead shall own all Regulatory Filings, including any IND, filed by or on behalf of Arrowhead for any Licensed Product and all regulatory approvals and authorizations resulting from such Filings, until completion or termination of the Ongoing Phase 1/2 Study. Arrowhead shall have primary responsibility for interactions with any Regulatory Authority with respect to such INDs and other Regulatory Filings, but shall, to the extent permitted by Applicable Law, including its obligations as owner of the IND, comply with the decisions of the JSC and its obligations under this Agreement. Upon completion or termination of the Ongoing Phase 1/2 Study, Arrowhead will assign ownership of all Regulatory Filings, including any IND, for any License Product and all regulatory approvals and authorizations resulting from such Filings to Xxxxxxx.
