Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division...
Regulatory Efforts. (a) If any Governmental Entity asserts any objections under any antitrust, energy or other regulatory law or regulation with respect to the Transaction in connection with Specified Regulatory Clearances (as defined in the Merger Agreement) that are conditions precedent under the Merger Agreement to the Closing and such objections relate to the activities or investments of an Investor Member or such Investor Member’s affiliated funds, such Investor Member will use its reasonable best efforts to take such actions that are within its power and authority as may be necessary to resolve such objections with respect to the Transaction so as to enable the Closing to occur no later than the earlier of (x) the End Date (as defined in the Merger Agreement) and (y) the date all other conditions to Closing have been satisfied (or, if later, 90 days after the date hereof).
(b) No Member shall commit to take any actions or positions on behalf of the Company with respect to obtaining a clearance or approval from any Governmental Entity for the Transaction without the approval of the Majority Equity. All Members shall make reasonable best efforts to give each Member the opportunity to participate in making any decisions as to actions or positions the Company will take with respect to obtaining a clearance or approval from any Governmental Entity for the Transaction.
(c) Subject to applicable law, no Member shall, and the Company will not, commit to take any actions or positions on behalf of any other Members in connection with obtaining regulatory clearances without such Member’s prior consent.
Regulatory Efforts. (a) Each Party shall use reasonable best efforts to file, as soon as reasonably 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 Offer, the Merger, the other Transactions, and to submit promptly any additional information requested by any such Governmental Body. The Company and Parent shall respond as promptly as reasonably practicable any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related matters.
(b) Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 6.2(a). Except where prohibited by applicable Legal Requirements or any Governmental Body, each of Parent and the Company shall (i) consult with the other prior to taking a position with respect to any such filing, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of any party hereto in connection with any Legal Proceeding related solely to this Agreement or the transactions contemplated hereby (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement), (iii) coordinate with the other in preparing and exchanging such information and (iv) promptly provide the other (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Body related solely to this Agreement or the Transactions. Each Party may, as it deems advisable, designate any competitively sensitive materials provided to the other under this Section 6.3 as “outside counsel only” or “outside antitrust counsel only.” Such materials and the information contained therein shall be given only to outside counsel, or outside antitrust counsel, as applicable, and will not be disclosed to employees, officers, or directors ...
Regulatory Efforts. (a) Filing for Regulatory Approvals. Following Successful Completion of the Comparative Clinical Study with respect to Product, Hospira shall use Commercially Reasonable Efforts to obtain and maintain, solely in its own name (or the name of one of its Affiliates) and, subject to Section 3.5(b) at its own cost, all Regulatory Approvals for Product in each Major Market, including using Commercially Reasonable Efforts to perform those activities assigned to Hospira under the Development Plan in accordance with the timelines therefor. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Regulatory Efforts. (a) The Company and the Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to) cooperate and consult with each other in connection with the making of all filings, notices, applications, or other actions and each, upon request by the other, shall furnish the other with all information concerning itself, its directors, officers, stockholders, general partners, limited partners and investment funds, and shall use reasonable best efforts to furnish the other with any information concerning its Affiliates and, in the case of the Buyer, Portfolio Companies, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice, application or other action made by or on behalf of the Buyer, the Company or any of their respective Affiliates or Portfolio Companies (as applicable) to any Governmental Authority in connection with the Transactions. Subject to applicable Law relating to the exchange of information, the Company and Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to) permit, counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any material proposed notifications or filings and any material written communications or submissions to any Governmental Authority; provided, however, that materials may be redacted as necessary (i) to comply with contractual agreements, and (ii) to address reasonable privilege or confidentiality concerns.
(b) The Company and the Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to) prepare and file as promptly as reasonably practicable all documentation to effect all necessary or advisable notices, reports and other filings and to obtain as promptly as practicable all consents, clearances, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions. Without limiting the foregoing, each of the Company and Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies...
Regulatory Efforts. (a) The Company and the Investor shall each use its reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Conversion Transactions. As promptly as practicable (and no later than five (5) Business Days) after the date of this Agreement, each of the Company and the Investor (i) will file with the U.S. Department of Justice and the U.S. Federal Trade Commission premerger notification and report forms under and in compliance with the HSR Act with respect to the Conversion Transactions in the manner determined by counsel to the Investor in consultation with counsel to the Company (the “HSR Act Filings”). The parties shall cooperate in the timely preparation and submission of the HSR Act Filings, including furnishing to the other party or its counsel information required for any necessary filing or other application in connection with the Conversion Transactions.
(b) Each of the Company and the Investor hereby covenants and agrees to use its reasonable best efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the Conversion Transactions. The parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by any governmental authority relating to their respective HSR Act Filings or the Conversion Transactions. Without limiting the foregoing, each party shall, subject to applicable law, rule or regulation (including that of a national securities exchange or self-regulatory organization), (i) promptly inform the other party of any written or oral communication received from any governmental authority relating to its HSR Act Filing or the transactions contemplated hereby (and if in writing, furnish counsel to the other party with a copy of such communication); (ii) use its reasonable best efforts to respond as promptly as practicable to any request from any governmental authority for information, documents or other materials in connection with the review of the HSR Filings or the Conversion Transactions; (iii) provide to counsel for the other party, and permit counsel for the other party to review and comment in advance of submission, all proposed correspondence, filings and written communications to any governmental...
Regulatory Efforts. 2.13.1 The Investors shall use commercially reasonable 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 Permira Funds in doing all things reasonably necessary, in the good faith opinion of the Permira Funds, to secure all legal and regulatory approvals and transaction clearances contemplated by the Merger Agreement; provided, that the foregoing shall not require any Investor to provide any non-public financial information.
2.13.2 Unless required as a matter of law, Investors shall refrain from initiating any communication with any regulatory body regarding the transactions contemplated by the Merger Agreement without the prior written approval of the Permira Funds (such approval not to be unreasonably withheld, conditioned or delayed). The Investors shall also, to the extent permitted by law, promptly (i) notify the Permira Funds of any regulatory-related communication or request for information received by it from any Governmental Authority with respect to the transactions contemplated by the Merger Agreement, and permit the Permira Funds to review the original communication and will consider in good faith any comments or suggestions proposed by the Permira Funds in connection with the response to any of the foregoing communications, and (ii) consult with the Permira Funds before participating in any meeting, communication or discussion with any Governmental Authority with respect to the transactions contemplated by the Merger Agreement.
2.13.3 The Permira Funds shall, to the extent permitted by law, give each Investor the opportunity to review and comment on any documents, written communications and filings that refer to or name such Investor before any such document, written communication or filing is transmitted to any Governmental Authority and shall consider in good faith any comments or suggestions proposed by the Investors.
Regulatory Efforts. As soon as reasonably practicable, and in any event within five (5) Business Days after the date hereof, the Company and Subscriber shall each file, or shall cause to be filed, with the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice Notification and Report Forms under the HSR Act relating to the Subscription. The Company and Subscriber shall use their respective reasonable best efforts to take, or cause to be taken, and to cause their respective affiliates, directors, executive officers and other representatives to take, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the Subscription as soon as reasonably practicable, including (i) obtaining all necessary actions or non-actions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods (collectively, “Authorizations”) from governmental authorities and making all necessary registrations and filings and taking all steps as may be reasonably necessary to obtain any such Authorization by or from, or to avoid an action or proceeding by, any governmental authority in connection with any applicable law; and (ii) executing and delivering any additional instruments necessary to consummate the Subscription.
Regulatory Efforts. Notwithstanding the provisions set forth in Section 6.2(a), if and to the extent necessary to obtain clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law applicable to the Merger as promptly as reasonably practicable, each of Parent and Merger Sub shall use their reasonable best efforts to avoid or eliminate each and every impediment and to obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act and any Antitrust Laws, including (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent, Merger Sub, the Company or the Company’s Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Parent, Merger Sub, the Company or the Company’s Subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent, Merger Sub, the Company or the Company’s Subsidiaries and (iv) any other restrictions on the activities of Parent, Merger Sub, the Company or the Company’s Subsidiaries, including the freedom of action of the Company or Parent, Merger Sub, the Company’s Subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement; in each case, so as to allow the consummation of the Merger as soon as reasonably practicable. Parent shall oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay any required consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any Pers...
Regulatory Efforts. Phibro shall be the primary interface with all regulatory agencies, and MJ shall provide to Phibro or its designee technical support reasonably required to obtain and maintain USDA licenses, and any other Regulatory Approvals within the Territory, for the Products.
