REGULATORY APPROVALS; COOPERATION Sample Clauses

REGULATORY APPROVALS; COOPERATION. (a) CAMCO shall use its best efforts to file within 45 days of the date hereof all REGULATORY APPLICATIONS required in order to consummate the MERGER. CAMCO shall keep WHFC reasonably informed as to the status of such applications and make available to WHFC copies of such applications as filed and any supplementary filed materials and all responses from the regulatory authorities. WHFC and the BANK shall have the right to review and approve in advance all characterizations of the information relating to WHFC or the BANK, as the case may be, which appear in any REGULATORY APPLICATION. In addition, CAMCO shall furnish to WHFC for review a copy of each REGULATORY APPLICATION prior to its filing. (b) WHFC and the BANK will cooperate and will cause their respective directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with CAMCO in connection with the preparation of the REGULATORY APPLICATIONS and the REGISTRATION STATEMENT. (c) CAMCO will cooperate and will cause its directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with WHFC in connection with the preparation of the REGISTRATION STATEMENT and the JOINT PROXY STATEMENT.
Sample 1Sample 2
AutoNDA by SimpleDocs
REGULATORY APPROVALS; COOPERATION. ONCOVIR will cooperate with the Company to assist the Company in obtaining regulatory approval for any clinical trials of each Combination Product and marketing approval for commercial sales of such Combination Product, including, without limitation, providing Company the right to cross reference the Drug Master File. ONCOVIR shall provide the Company, at the Company’s request, with its materials, documents and support to assist the Company in obtaining regulatory approval for any clinical trial related to a Combination Product. ONCOVIR will provide the Company cross-reference authorization to its Poly-ICLC DMF and IND FDA filings. ONCOVIR will also provide all safety documentation and selected Product manufacturing information, including all available Product stability data, directly to Company for its regulatory filings. The parties acknowledge that Product manufacturing process is not yet fully validated and the Product may not yet meet all FDA regulatory requirements for commercial sale in the United States or other countries of the Territory. However, ONCOVIR is currently planning a Product quality and regulatory strategy and other measures to supply the Product to the Company in compliance with applicable regulatory Requirements of the regulatory authorities of the United States and the European Union for conduct of phase III trials and for commercial sale, and as required by regulatory authorities for other countries in the Territory to be agreed by the Company and ONCOVIR. ONCOVIR shall keep GENOCEA apprised of the strategy. The Product shall have its manufacturing process validated to conduct phase III trials in the USA or Europe prior to Company being required to pay the milestone payment associated with such. Notwithstanding the above, certain of ONCOVIR’s manufacturing method details and batch records containing trade secrets and proprietary information shall not be released to the Company, its successors or assigns. However, ONCOVIR will provide information required for regulatory filings and will allow independent audit of its manufacturing facilities and all regulatory documentation, at the Company’s expense and subject to the manufacturer’s scheduling constraints. All such information shall be treated as ONCOVIR Confidential Information.
Sample 1
REGULATORY APPROVALS; COOPERATION. (a) Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate fully with each other and use (and shall cause their respective Subsidiaries to use) (provided that, with respect to the Company’s Subsidiaries that are not controlled by the Company (excluding, for the avoidance of doubt, GAC), the Company shall use reasonable best efforts to cause (including by exercising any rights under any applicable governing document) each such Subsidiary to use) their respective reasonable best efforts to execute and deliver such further documents, certificates, agreements and instruments and to take or cause to be taken such other actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other Contemplated Transactions and to carry out the intent and purposes of this Agreement as soon as practicable (and in any event prior to the Outside Date), including filing, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to respond promptly to any request for additional information by any such Governmental Body. Without limiting the generality of the foregoing, and subject to Section 5.5(e), the Company and Parent shall: (i) respond as promptly as practicable to any inquiries or requests received from the Federal Trade Commission, the Department of Justice, any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (ii) subject to Section 5.5(e), use reasonable best efforts, including by committing to cause the existing “Special Security Agreement” to which Parent or its Subsidiaries is party to apply to the Acquired Companies or to enter into a new “Special Security Agreement” if required by DCSA in the form of a commitment letter reflecting acceptance by DCSA, to obtain the agreement by DCSA in the form of a commitment letter reflecting acceptance by DCSA of a plan to mitigate foreign ownership, control and influence over the Company resulting from the Merger (such agreement by DCSA, the “DCSA Commitment Letter”); (iii) as promptly as practicable after the date of this Agreement, prepare and provide to DCSA a draft commitment letter in respect of the DCSA Com...
Sample 1
REGULATORY APPROVALS; COOPERATION. (a) CAMCO and FIRST FEDERAL shall use their best efforts to file within 60 days of the date hereof all REGULATORY APPLICATIONS required in order to consummate the COMPANY MERGER and the BANK MERGER. CAMCO shall keep GFBC reasonably informed as to the status of such applications and make available to GFBC copies of such applications as filed and any supplementary filed materials and all responses from the regulatory authorities. (b) GFBC and GERMANTOWN will cooperate and will cause their respective directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with CAMCO and FIRST FEDERAL in connection with the preparation of the REGULATORY APPLICATIONS and the REGISTRATION STATEMENT described in Section 6.03 hereof. (c) CAMCO and FIRST FEDERAL will cooperate and will cause their respective directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with GFBC in connection with the preparation of the REGISTRATION STATEMENT described in Section 6.03 hereof and the PROXY STATEMENT.
Sample 1
REGULATORY APPROVALS; COOPERATION. (a) First Federal shall use its best efforts to file within 30 days of the date hereof all Regulatory Applications required in order to consummate the Merger. First Federal shall keep Lincoln reasonably informed as to the status of the Regulatory Applications and make available to Lincoln copies of the Regulatory Applications as filed and any supplementary filed materials and all responses from the regulatory authorities; (b) Lincoln will cooperate and will cause its directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with First Federal in connection with the preparation of the Regulatory Applications; (c) First Federal will cooperate and will cause its directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with Lincoln in connection with the preparation of the Proxy Statement; (d) First Federal and Lincoln shall share equally any fees and charges related to obtaining approvals from the regulatory authorities and filing the Regulatory Applications.
Sample 1
REGULATORY APPROVALS; COOPERATION. Subject to the terms and conditions of this Agreement and Applicable Law, upon receipt of a notice from a Shareholder of its intent to convert any Class B Common Stock owned by such Shareholder (which notice may be provided by a Shareholder up to 360 days before such Shareholder is reasonably expected to be able to exercise its right to convert such Class B Common Stock) each of ITC, ITC Investments and FortisUS shall make filings that are required and promptly provide and cause its Affiliates to provide such cooperation, assistance, information, and documentation as is reasonably necessary, proper or advisable to obtain all clearances, waivers, qualifications, consents, approvals or other authorizations of Governmental Entities that are required to effect such Optional Conversion, and all such items shall not be conditioned with any requirements that are material and adverse to ITC Investments and its Subsidiaries as a whole (“Required Conversion Approvals”). Each of ITC, ITC Investments and FortisUS agrees that for so long as the Class B Common Stock remains outstanding, it shall not, and shall not permit its Controlled Affiliates to, take any action that prohibits or delays, or could reasonably be expected to prohibit or delay, an Optional Conversion of a Shareholder’s Class B Common Stock or the receipt of the Required Conversion Approvals in connection therewith.
Sample 1
REGULATORY APPROVALS; COOPERATION. (a) Camco, Merger Sub and Advantage shall use their best efforts to file within 60 days of the date hereof all Regulatory Applications required in order to consummate the Merger. Camco shall keep CFKY reasonably informed as to the status of the Regulatory Applications and make available to CFKY copies of the Regulatory Applications as filed and any supplementary filed materials and all responses from the regulatory authorities. (b) CFKY and the Bank will cooperate and will cause their respective directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with Camco in connection with the preparation of the Regulatory Applications and the Registration Statement. (c) Camco will cooperate and will cause its directors, officers, employees, agents and advisors to cooperate, to the extent reasonable or necessary, with CFKY in connection with the preparation of the Proxy Statement.
Sample 1
AutoNDA by SimpleDocs

Related to REGULATORY APPROVALS; COOPERATION

  • Regulatory Approvals (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

  • Other Regulatory Approvals All necessary approvals, authorizations and consents of any governmental or regulatory entity required to consummate the Merger shall have been obtained and remain in full force and effect, and all waiting periods relating to such approvals, authorizations and consents shall have expired or been terminated.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

  • Governmental and Regulatory Approvals Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the transactions contemplated hereby shall have been obtained.

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Regulatory Filings (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 9.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information or the attorney client privilege or attorney work product. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 8.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 8.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (d) Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Parent or the Company to consummate the Offer and the Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action (i) the effectiveness or consummation of which is not conditional on the consummation of the Offer and the Merger or (ii) that individually or in the aggregate (x) is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of the Company and its Subsidiaries taken as a whole) to (A) the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, either before or after giving effect to the Offer or the Merger, or (B) Parent’s ownership or operation of any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or (y) would reasonably be expected to deny Parent the material benefit of the bargains contemplated by the transactions contemplated by this Agreement. The Company shall agree, if requested by Parent in writing, to commit to take any of the forgoing actions with respect to the assets or business of the Company in furtherance of this Section 8.2; provided, however, that any such action may be conditioned upon the consummation of the Merger and other Transactions contemplated by this Agreement.

  • Regulatory Filing In the event that this Interconnection Service Agreement contains any terms that deviate materially from the form included in Attachment O of the Tariff, Transmission Provider shall file the Interconnection Service Agreement on behalf of itself and the Interconnected Transmission Owner with FERC as a service schedule under the Tariff within thirty days after execution. Interconnection Customer may request that any information so provided be subject to the confidentiality provisions of Section 17 of this Appendix 2. An Interconnection Customer shall have the right, with respect to any Interconnection Service Agreement tendered to it, to request (a) dispute resolution under Section 12 of the Tariff or, if concerning the Regional Transmission Expansion Plan, consistent with Schedule 5 of the Operating Agreement, or (b) that Transmission Provider file the agreement unexecuted with the Commission. With the filing of any unexecuted Interconnection Service Agreement, Transmission Provider may, in its discretion, propose to FERC a resolution of any or all of the issues in dispute between or among the Interconnection Parties.

  • Regulatory Matters and Approvals Each of the Parties will give any notices to, make any filings with, and use its reasonable best efforts to obtain any necessary authorizations, consents, and approvals of governments and governmental agencies in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!