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. Without limiting the generality of, and in furtherance of the provisions of Section 7.6(a) but subject to the limitations set forth in Section 7.6(c) and the cooperation and coordination contemplated by Section 7.6(e), each of the Company and Parent agree to take or cause to be taken the following actions (as applicable):
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).
Regulatory Efforts. (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, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to (i) obtain all actions or nonactions, waivers, consents and approvals from Governmental Authorities, including any required action or non-action under the Competition Laws (the “Required Consents”) that may be or become necessary to consummate the Merger prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain a Required Consent from, or to avoid an action or proceeding by, any Governmental Authority and (ii) avoid or eliminate each and every impediment under the HSR Act or any other Competition Laws that may be asserted by any Governmental Authority or any other Person (including, in each case, seeking to have any stay, decree, order, judgment, or injunction, whether temporary, preliminary or permanent that would prevent the Merger vacated, lifted, overturned or reversed) so as to enable the Parties to consummate the Merger as promptly as practicable, and in any event prior to the Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and, in any event, within the later of January 13, 2020 or ten (10) Business Days of the date hereof, (B) appropriate filings, if any are required, with respect to foreign Competition Laws as promptly as practicable and (C) all other necessary filings with other Governmental Authorities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Competition Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Competition Laws and the receipt of the Required Consents as soon as practicable. Without limiting the generality of the Parties undertaking pursuant to the foregoing in this Section 8.6(a), but subject to Section 8.6(b), the Parties, along with their respective Subsidiaries, shall use their reasona...
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) 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 any regulatory clearances 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 (i) the Outside Date and (ii) the date all other conditions to Closing have been satisfied.
Regulatory Efforts. UT shall have the final authority to make all clinical and regulatory decisions in its sole and reasonable discretion and UT shall solely and exclusively own all regulatory applications, approvals and clinical data obtained by UT with respect to Products. Notwithstanding the foregoing, UT shall closely consult with GMEL with regard to its participation in important clinical development meetings.
Regulatory Efforts. (a) As promptly as reasonably practicable following the date hereof, the Parties shall (and shall cause their respective Affiliates to) (i) use reasonable best efforts to produce and submit to CFIUS a draft of a joint voluntary notice as contemplated by the DPA with respect to the Transactions (the “Joint Notice”) for the purpose of obtaining the CFIUS Approval; and (ii) reasonably cooperate with one another in order to (A) address and resolve any questions and comments received on the draft Joint Notice from CFIUS, (B) submit a formal Joint Notice as contemplated by the DPA and (C) submit to CFIUS any information requested by CFIUS or any other agency or branch of any Government Entity of the United States in connection with the CFIUS review or investigation of the Joint Notice within the timeframes set forth in the DPA (including any extensions granted in accordance with the DPA). Notwithstanding anything herein to the contrary, nothing herein shall require any Party hereto or any of their respective Affiliates to (x) agree to any mitigation measures proposed by CFIUS or any other agency or branch of any Government Entity of the United States in connection with seeking or obtaining the CFIUS Approval or (y) litigate in any court to seek to vacate or terminate or avoid the entry of any decree, order or judgment under the DPA. SMBC shall pay (or cause to be paid) the filing fee in respect of the Joint Notice in accordance with 31 C.F.R. Part 800, Subpart K and, subject to Section 5.1(d) below, shall direct and control communications and strategy relating to obtaining the CFIUS Approval.
Regulatory Efforts. (a) In relation to the ADM Condition and the Antitrust Condition, the Seller shall and shall procure that each other Seller Group Company cooperates with the Buyer (and its Agents) and each applicable Regulatory Authority, to the extent necessary and on a confidential basis, and provide all necessary information and assistance reasonably required by the Buyer or by each Regulatory Authority in relation to the ADM Condition and the Antitrust Condition as soon as reasonably practical upon being requested to do so, provided that any information provided in relation to the Seller’s Parent Undertaking and its Affiliated Persons that is commercially sensitive and not concerning or relating to the Acquired Entities may be provided only to the Buyer’s legal advisors on a confidential basis. Further, to the extent the ADM requires the PREU Liabilities to be settled as a condition to their approval as required by the ADM Condition, the Seller shall cause the PREU Liabilities to be discharged prior to Closing.
Regulatory Efforts. (a) Subject to the other terms and conditions of this Agreement, the parties hereto agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Antitrust Laws to consummate and make effective the Transactions and to use their respective reasonable best efforts to cause the conditions to each party’s obligation to close the Transactions as set forth in Article VI to be satisfied, including using reasonable best efforts to take all actions necessary to obtain all licenses, certificates, permits, approvals, clearances, consents, expirations or terminations of applicable waiting periods, waivers, exemptions and authorizations by, qualifications and orders of any Authority (each a “Governmental Consent”) required for the satisfaction of the conditions set forth in Section 6.1(a). The parties shall cooperate fully with each other to the extent necessary in connection with the foregoing.
