Regulatory Approvals; Consents. (a) Subject to Section 7.1(b) and otherwise in accordance with the express provisions of the Agreement, the Buyer Parties and the Company Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to cause the conditions set forth in Articles VIII, IX and X to be satisfied and to consummate and make effective the Merger Transactions as promptly as practicable after expiration of the Due Diligence Period. Without limiting the generality of the foregoing, from expiration of the Due Diligence Period until the Closing Date, the Buyer Parties and the Company Parties (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party hereto in connection with the Merger Transactions and shall submit promptly any additional information requested in connection with such filings and notices, (ii) shall use their respective reasonable best efforts to obtain or cause to be obtained each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirements or Contract, or otherwise) by such party hereto in connection with the execution and delivery of this Agreement and the consummation of the Merger Transactions and (iii) shall use their respective reasonable best efforts to oppose or lift any restraint, injunction or other legal bar to the Merger Transactions. Each of the Company and Parent shall promptly deliver to the other a copy of each such filing made, each such notice given and each such Consent obtained during the Pre-Closing Period.
(b) Without limiting the generality of Section 7.1(a), the Company and Parent shall, promptly after the expiration of the Due Diligence Period, prepare and file the notifications, if any, required under the HSR Act and any applicable foreign antitrust laws or regulations in connection with any of the Merger Transactions. The Company Parties and the Buyer Parties shall respond as promptly as practicable to any inquiries or requests received from any Governmental Body in connection with antitrust laws or related matters. The Company Parties and the Buyer Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and in seeking the earliest possible termination of any applicable waiting periods or suspension effects imposed by any Legal Requirements. Each of the Company ...
Regulatory Approvals; Consents. All permits, consents, orders, approvals, waivers, authorizations or other permissions or actions of third parties and Governmental Entities required for the consummation of the transactions contemplated by this Agreement and the Plan shall have been made or received, as the case may be, and shall be in full force and effect, except for those permits, consents, orders, approvals, waivers, authorizations or other permissions or actions the failure of which to make or receive would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Regulatory Approvals; Consents. All permits, consents, orders, approvals, waivers, authorizations or other permissions or actions of third parties and Governmental Entities required for the consummation of the transactions contemplated by this Agreement and the Plan shall have been made or received, as the case may be, and shall be in full force and effect, except for those permits, consents, orders, approvals, waivers, authorizations or other permissions or actions the failure of which to make or receive would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (it being agreed that any permit, consent, order, approval, waiver, authorization or other permission or action in respect of any Identified Asset for which any of the alternatives in Section 2.1(a) shall have been employed shall be deemed hereunder to have been made or received, as the case may be, and in full force and effect).
Regulatory Approvals; Consents. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). As of, and based upon the facts and circumstances existing on, the date hereof, Pxxxxx has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult in good faith with the other. Following such consultation, a filing may be made or an approval sought under any Antitrust Law if either (x) Parent and the Company jointly agree or (y) based upon the advice of legal counsel, Parent or the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in ...
Regulatory Approvals; Consents. Any and all approvals from the Office of the Comptroller of the Currency, the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Virginia State Corporation Commission and any other governmental agency having jurisdiction necessary for the lawful consummation of the Share Exchange and the issuance and delivery of Holding Company Common Stock as contemplated by this Agreement shall have been obtained.
Regulatory Approvals; Consents. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use Commercially Reasonable Efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including obtaining all waivers, licenses, permits, Consents, approvals, authorizations, qualifications and orders of any Governmental Authority and parties to Buyer Contracts or Company Contracts, as applicable, as may be necessary for the consummation of the Transactions. In furtherance of the foregoing, each of the parties agrees to use its Commercially Reasonable Efforts to file, and to cause each of its Affiliates to file in conjunction with such party, all applications, requests, notices and other filings with any applicable Governmental Authority whose approval is required in connection with the consummation of the Transactions. Each party shall furnish to the other party such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Authority in order to obtain the governmental authorizations and consents referred to in this Section 5.19. Each of the Company and Buyer shall use Commercially Reasonable Efforts to give all notices to, and obtain all Consents and assignments from, all third parties that are described in Section 3.5 of the Company Disclosure Schedules.
Regulatory Approvals; Consents. Seller will, and will cause the Acquired Entities to, (a) use commercially reasonable efforts to obtain, as promptly as practicable, each of the Permits that are or should be listed in Schedule 5.1 hereto, and to make the filings and declarations with Governmental Authorities that are or should be listed in Schedule 5.1 hereto as promptly as practicable after the date hereof (except with respect to the filings pursuant to the HSR Act, which shall be filed by the date set forth below) and to obtain, as soon as practicable (and in no event later than the Effective Time), all necessary waivers, consents, releases and approvals, and to give all notices identified on Schedule 3.5, (b) provide such information and communications to applicable Governmental Authorities that are necessary in connection with the foregoing or in connection with Purchaser’s obtaining any Permits or making any filings or declarations with Governmental Authorities in accordance with Section 6.2 as such Governmental Authorities or Purchaser may reasonably request, (c) cooperate with Purchaser in obtaining or making, as soon as practicable, any Permits that Purchaser is required to obtain or make pursuant to Section 6.2. Additionally, Seller will use commercially reasonable efforts to make a filing and to assist Purchaser in making its filing of a pre-merger notification report form pursuant to the HSR Act on or before June 2, 2006 and (d) obtain all consents, authorizations and approvals required under the Credit Facilities necessary to consummate the transactions contemplated hereby.
Regulatory Approvals; Consents. The authorizations, notifications, approvals and permits required to be obtained from or made with the stockholders of the Company, the SEC and Nasdaq in order to consummate the Transaction have been obtained. Any other authorizations, approvals and permits required to be obtained from or made with any third party in order to consummate the transactions contemplated by this Agreement shall have each been obtained or made.
Regulatory Approvals; Consents. (a) Target will, as promptly as practicable, make any filings necessary to obtain all regulatory approvals of the transactions contemplated by this Agreement, including filings required for HSR approval, and will use all commercially reasonable efforts to secure favorable action on such filings and applications, including without limitation efforts to pursue an appeal of a denial of a regulatory approval.
(b) Target will use commercially reasonable efforts to obtain any consents, approvals, or waivers from third parties required to be obtained by Target in connection with the transactions contemplated hereunder, including such consents and approvals identified pursuant to Section 2.19 hereof.
Regulatory Approvals; Consents. All licenses, authorizations, consents, orders and regulatory approvals of Governmental Bodies and all consents and approvals of any Person necessary or desirable, in the sole judgment of Buyer, for the consummation of the Contemplated Transactions or Buyer's acquisition of the Shares and the operation of Target's business shall have been obtained on terms satisfactory to Buyer and shall be in full force and effect.
