Regulatory Approvals and Third Party Consents. (a) Each party hereto shall (and the Company shall cause the Subsidiaries to) cooperate and (i) use their respective best efforts to obtain all approvals, consents, waivers and authorizations (including the Required Regulatory Approvals) required to be obtained from any Governmental Authority in order to consummate the transactions contemplated hereby (including the Closing), and (ii) otherwise act in good faith in connection with the performance of their obligations under this Agreement, use their respective best efforts to take or cause to be taken all actions, and to do or cause to be done all other things, that are necessary, proper or advisable in order for the Company, Buyer or the Selling Stockholders, as the case may be, to fulfill and perform its obligations in respect of this Agreement, to cause the conditions to its obligations set forth in this Article VI to be satisfied and otherwise to consummate the transactions contemplated hereby.
(b) The parties hereto shall make or cause to be made, as promptly as practicable, all filings and submissions required to obtain all Required Regulatory Approvals or otherwise required by any other applicable Laws that, as of the date of this Agreement, have not yet been filed in connection with this Agreement or the transactions contemplated hereby and shall file any additional certification, information and document requested as soon as practicable after receipt of such request therefor and in any event, consistent with any deadline imposed under all applicable Laws. Each of the parties shall pay or cause to be paid its own filing fees incurred in connection with obtaining the Required Regulatory Approvals.
(c) The parties hereto and their respective Affiliates shall not extend any waiting period or comparable period under any Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto.
(d) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, ...
Regulatory Approvals and Third Party Consents. All required licenses, approvals and consents of any relevant state, federal or other regulatory agencies or third parties necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained; all applicable waiting periods shall have expired; and all necessary pre-closing conditions of those licenses, approvals and consents shall have been fully satisfied.
Regulatory Approvals and Third Party Consents. All governmental and third party consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time;
Regulatory Approvals and Third Party Consents. (a) Except as set forth on Schedule 4.4(a) or as required under the HSR Act (the “Regulatory Approvals”), no Governmental Authorization, filing or notice is required to be obtained by any Group Company from, or to be given by any Group Company to, or made by any Group Company with, any Governmental Authority or securities exchange, as a result of the execution or delivery by the Company of, or performance by the Company of its obligations under this Agreement or the Transaction Documents to which the Company is party.
(b) Except as set forth on Schedule 4.4(b) (the “Third Party Consents”), no consent, approval, waiver, authorization or notice is required to be obtained by any Group Company from, or to be given by any Group Company to, or made by any Group Company with, any Person other than a Governmental Authority or securities exchange, as a result of the execution, delivery or performance by the Company of this Agreement and the Transaction Documents to which it is a party.
Regulatory Approvals and Third Party Consents. (a) Except for compliance with and filings under the HSR Act, no Governmental Authorization, filing or notice is required to be obtained by Buyer from, or to be given by Buyer to, or made by Buyer with, any Governmental Authority or securities exchange, as a result of the execution, delivery or performance by Buyer of its obligations under this Agreement or under the Transaction Documents to which it is a party, except for such Governmental Authorization, filings or notices that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Buyer’s ability to execute, deliver or perform this Agreement or any Transaction Document, or to timely consummate the transactions contemplated hereby or thereby.
(b) No consent, approval, waiver, authorization or notice is required to be obtained by Buyer from, or to be given by Buyer to, or made by Buyer with, any Person other than a Governmental Authority or securities exchange, as a result of the execution, delivery or performance by Buyer of this Agreement and the Transaction Documents to which it is a party, except for such consents, approvals, waivers, authorizations or notices of which the failure to obtain would not, individually or in the aggregate, reasonably be expected to materially adversely affect Buyer’s ability to execute, deliver or perform this Agreement or any Transaction Document, or to timely consummate the transactions contemplated hereby or thereby.
Regulatory Approvals and Third Party Consents. A. This Agreement, and all aspects of the transactions contemplated hereby, shall have received all appropriate and necessary regulatory and third party approvals, waivers or consents, including without limitation, the approvals of the State of Wisconsin Office of the Commissioner of Insurance, Securities and Exchange Commission, and Department of Justice, and all third party consents and approvals (collectively the "Approvals"), which Approvals shall be in full force and effect;
B. any conditions and directions contained in the Approvals shall have been fully complied with in all material respects; and
C. the Approvals shall not modify the terms and conditions of this Agreement, and the transactions contemplated herein, in any material respect.
Regulatory Approvals and Third Party Consents. A. This Agreement, and all aspects of the transactions contemplated hereby, shall have received all Approvals, which Approvals shall be in full force and effect;
B. any conditions and directions contained in the Approvals shall have been fully complied with in all material respects; and
C. the Approvals shall not modify the terms and conditions of this Agreement, and the transactions contemplated herein, in any material respect.
Regulatory Approvals and Third Party Consents. No governmental notice, filing, authorization, approval, order or consent is required to be given, filed or obtained by either of the corporations comprising Seller from any governmental authority or any third party in connection with the execution, delivery and performance by it of this Agreement or the transactions contemplated hereby.
Regulatory Approvals and Third Party Consents. All --------------------------------------------- governmental and third party consents, orders and approvals legally required for the consummation of the transactions provided for herein shall have been obtained and be in effect as of the Closing;
Regulatory Approvals and Third Party Consents. (a) Each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall cooperate with one another and use its commercially reasonable efforts to, and cause its respective Affiliates to use their commercially reasonable efforts to, (i) prepare all necessary documentation (including furnishing all information required under the Competition Laws) to effect promptly all necessary filings with any Governmental Authority and any other third party, including, without limitation, those filings set forth on Sections 4.3, 4.4 and 5.3 of the Disclosure Schedule, and (ii) obtain all consents, waivers and approvals of any Governmental Authority or other third party necessary to consummate the Contemplated Transactions, including, without limitation, those consents, waivers and approvals set forth on Sections 4.3, 4.4 and 5.3 of the Disclosure Schedule. Each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall provide to the other copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity or other Governmental Authority relating to the Contemplated Transactions or any of the matters described in this Section 6.9. Each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall promptly inform the other of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. Neither the Company, on the one hand, nor Buyer or Merger Sub, on the other hand, shall independently participate in any meeting or conference call with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permissible under applicable Law, each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Competition Laws. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.9(a) or any other section of this Agreement as “outside counsel only.” Such materials...
