Filings and Approvals Sample Clauses

Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of such steps as may be necessary (it being understood that the Company and Parent shall be obligated only to use reasonable best efforts in so doing) to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that, subject to Parent’s obligations in Sections 6.1(e) and (f) below, 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, which Parent will promptly grant if reasonably required) and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five (5) business days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly ...

Filings and Approvals. Cooperate with the other in the preparation and filing, as soon as practicable, of (A) the Applications, (B) the Proxy Statement, (C) all other documents necessary to obtain any other approvals, consents, waivers and authorizations required to effect the completion of the Merger and the other transactions contemplated by this Agreement, and (D) all other documents contemplated by this Agreement;

Filings and Approvals. If any filings with Governmental Authorities must be made or any Approvals must in the SPE Shareholders’ reasonable determination be obtained for the purchase of the Non-SPE Shares pursuant to the Call Option, each of the Parties agrees to make such necessary filings and use its reasonable endeavors to take such actions as may be necessary to obtain such Approvals as promptly as practicable.

Filings and Approvals. Cooperate with the other in the preparation and filing, as soon as practicable, of (A) the Applications, (B) the Registration Statement and related filings under state securities laws covering the Sovereign Common Stock and related Sovereign Stock Purchase Rights to be issued pursuant to the Merger, (C) all other documents necessary to obtain any other approvals and consents required to effect the completion of the Merger and the Bank Merger, and (D) all other documents contemplated by this Agreement;

Filings and Approvals. All applicable filings and regulatory approvals --------------------- required to be made or obtained by Whitco have been made or obtained.

Filings and Approvals. All applicable filings required to be made --------------------- and regulatory approvals, as well as any other third party approvals, obtained by Wentworth have been made or obtained. In particular, but not by way of limitation, Wentworth shall have caused to become effective the Registration Statement pursuant to Rule 419, offering each shareholder of Wentworth an opportunity to rescind their share purchases, and no such shareholder shall have so rescinded by the end of the time period required by Rule 419.

Filings and Approvals. All filings with and notifications to, and all approvals and authorizations of, third parties (including, without limitation, Governmental Entities and authorities) required for the consummation of the transactions contemplated by this Agreement shall have been made or obtained and all such approvals and authorizations (the "REQUISITE APPROVALS") obtained shall be effective and shall not have been suspended, revoked or stayed by action of any Governmental Entity or authority.

Filings and Approvals. (a) The Seller, DFS and the Purchaser shall each use their reasonable best efforts, and shall cooperate fully with each other, to (i) comply with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement and the other Transaction Agreements and (ii) seek to obtain as promptly as practicable all Governmental Approvals necessary or advisable in connection with the transactions contemplated by this Agreement and the other Transaction Agreements. The parties shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable all such Governmental Approvals. In connection therewith, the parties shall make all filings required by applicable laws as promptly as practicable after the date hereof in order to facilitate prompt consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, and shall promptly provide such information and communications to Governmental Authorities as such Governmental Authorities may request. Without limiting the foregoing covenants, the Purchaser (x) shall use its best efforts, subject to receiving any cooperation reasonably requested by the Purchaser from the Company, the Seller and DFS, to make the required filings with respect to Governmental Approvals not later than 20 business days after the date of this Agreement and (y) agrees that it will accede to reasonable conditions that may be imposed by Governmental Authorities in connection with their review and approval of the transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, no party nor any of their respective affiliates shall be required to disclose pursuant to this Section 4.2 (i) any information that in the reasonable judgment of such party would result in the disclosure of any trade secrets of such party or of any third parties, (ii) any privileged information or confidential competitive information or (iii) any information to the other party or any of its representatives that in the reasonable judgment of such non-disclosing party would violate any of its contractual obligations with respect to confidentiality; provided, that with respect to clause (iii), the non-disclosing party shall have first used its reasonable best efforts to obtain a waiver or consent necessary to allow it to disclose such information; provided, further, that if such consent or waiver to disclose is not obtained, the non-d...

Filings and Approvals. All applicable filings required to be made and regulatory approvals, as well as any other third party approvals, obtained by Treasure Mountain shall have been made or obtained, including the filing of required information pursuant to Section 14(f) of the Exchange Act with the Commission. At least ten days shall have elapsed since the 14(f) Notice shall have been mailed to Treasure Mountain's stockholders.

Filings and Approvals. Subject to satisfaction of the conditions set forth in Sections 6 and 7, and except as shown in Schedule 3.4 attached hereto, neither the Company nor the Business Subsidiary is required to submit any notice, declaration, report or other filing or registration with, or request the consent, approval, order or authorization of, any Governmental Body (as hereinafter defined) in connection with the execution, delivery or performance by the Company of this Agreement, the other Transaction Agreements or the consummation of the Transactions, except where the failure to make such submission or request would not have been material to either the Company and the Business Subsidiary, taken as a whole, or the Business, whether before or after giving effect to the Transactions.