Regulatory Laws. Abide by all applicable statutes, rules and regulations of each State in which services may be rendered; and
Regulatory Laws. The Investors will work together in good faith to determine the filings that are required by applicable antitrust, competition, foreign investment, fair trade, “know your customer”, anti-money laundering or anti-bribery laws or regulations or other applicable laws or regulations relating to or in connection with the transactions contemplated hereby and in the ECLs and the Rollover Agreements, as well as the acquisition of Target under the Merger Agreement (“Regulatory Laws”). Subject to appropriate confidentiality undertakings, each Investor undertakes to provide all information reasonably requested by the Majority Investors in relation to the Proposed Transaction and such Investor’s investment, including but not limited to in connection with any filings, notifications or other written materials provided under, or relating to, any Regulatory Laws. Notwithstanding the foregoing, in no event will any Majority Investor or any of its subsidiaries or Affiliates have any obligation to propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, (1) the sale, transfer, divestiture, disposition, or license of any material assets, properties, products, product lines, services, businesses, or rights of such Majority Investor or any of its subsidiaries or Affiliates, or (2) implementing any changes (including through a licensing agreement), or any material restrictions on or other impairment of, such Majority Investor’s, its subsidiaries’ or Affiliates’ ability to use, own, operate or take any other actions with respect to any material assets of such Majority Investor or any of its subsidiaries or Affiliates or Bidco or the Target (each, an “Adverse Regulatory Condition”). Each Investor hereby represents, warrants and covenants to the other Investors that any information that has been or will be supplied on its behalf in connection with Regulatory Laws will be accurate and complete in all material respects (subject to redaction of confidential business information, personal information and privileged information) and will be provided promptly upon request.
Regulatory Laws. Except with respect to employee benefit matters, Tax matters and environmental matters, which are addressed exclusively in Section 3.14, Section 3.15 and Section 3.18, and except as would not have a Company Material Adverse Effect, the Company Entities understand, and are and have been in compliance with, all applicable Regulatory Laws. The Company Entities are not aware of any allegation or evidence that any Company Entity, or any Person acting on behalf of any Company Entity, whether authorized or unauthorized, has violated any applicable Regulatory Law.
Regulatory Laws. 20 15.18 Times for making representations......................20 16.
Regulatory Laws. The Company and its Subsidiaries are in material compliance and maintain technical, physical and organizational measures to comply with any and all applicable federal, state, and local regulations (the “Applicable Regulations”). The Company and its Subsidiaries have operated and currently operate their respective businesses in a manner compliant with the Applicable Regulations and there has been no non-compliance with such Applicable Regulations that would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. As of the Effective Date, the Company and its Subsidiaries does not have any notice, constructive or actual, of any violation or non-compliance by the Company or its Subsidiaries of the Applicable Regulations.
Regulatory Laws. All (a) applicable waiting periods under any Regulatory Law applicable to the transactions contemplated hereby shall have expired or terminated, and (b) all actions, permits and approvals by or in respect of, and all registrations and filings (including merger control filings) with, any Governmental Entity that are required to permit the consummation of the transactions contemplated hereby, including all actions, permits, licenses, approvals, registrations and filings (including merger control clearances) necessary under any Regulatory Law or other applicable Law or Order, shall have been taken, made or obtained and shall remain in full force and effect, including, without limitation, the State Board of Pharmacy license and permit filings required in connection with the change of ownership of Company pursuant to this Agreement as set forth on Annex I.
Regulatory Laws. (i) Any applicable waiting periods set forth in Section 13.1(b)(i) of the Atmel Disclosure Schedule that are required to be terminated or expired prior to the Closing shall have terminated or expired;
(ii) All approvals set forth in Section 13.1(b)(ii) of the Atmel Disclosure Schedule have been obtained; and
(iii) All notices and filings set forth in Section 13.1(b)(iii) of the Atmel Disclosure Schedule have been duly delivered.
Regulatory Laws. Section 5(e) Remaining New Securities......
Regulatory Laws. Abide by all applicable statutes, rules and regulations of each jurisdiction in which the Company does business, including but not limited to all rules and regulations of the Securities & Exchange Commission (“SEC”); and
Regulatory Laws. No member of the BGS Group, in the performance of this Agreement and in connection with their activities in relation thereto, has offered or made, or will offer or make, payments of money or anything of value, or has promised, or will promise or pay, directly or indirectly, to any foreign official, or public or political officer, to induce such official to use their influence with a foreign government or instrumentality to obtain an improper business advantage for the Company, Any and all payments by any member of the BGS Group to government officials or political parties between the Agreement Date and the Closing Date will only be made for lawful purposes. The Company does not have, to the actual knowledge of Sellers, any business relations with any person or entity listed on the OFAC list of Specially Designated Nationals and is not a party to any contract or bid with, or directly conduct business in Cuba, Myanmar (Burma), Iran, Iraq, North Korea, Sudan or Zimbabwe (collectively the “Prohibited Jurisdictions”), or with a third party located therein or acting in their name.
