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:
Regulatory Matters and Approvals. Each of the Parties will (and the Target will cause each of its Subsidiaries to) give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(d) and Section 4(d) above. Without limiting the generality of the foregoing:
(i) Securities Act, Securities Exchange Act, and State Securities Laws. The Target will prepare and file with the SEC in compliance with Section 14(a) of the Securities Exchange Act, proxy materials including a proxy statement relating to the Special Target Meeting which will also serve as a prospectus relating to the Acquiror Shares under the Securities Act. The Acquiror will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of the Acquiror Shares (the "Registration Statement"). The filing Party in each instance will use its best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable, provided that the Target will not file any materials with the SEC without the prior consent of the Acquiror, which will not be unreasonably withheld or delayed. The Acquiror and the Target will cooperate fully in the preparation of the Disclosure Materials, and the Acquiror will provide the Target, and the Target will provide the Acquiror, with whatever information and assistance in connection with the foregoing filings that the filing Party may request. The Acquiror will take all actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the Acquiror Shares.
Regulatory Matters and Approvals. Each of the Parties will (and Cornerstone will cause each of its Subsidiaries to) give any notices to, make any filings with, and use their reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in §3(d) and §4(d) above. Without limiting the generality of the foregoing:
Regulatory Matters and Approvals. Each of the Parties will give any notices to, make any filings with, and use its reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(d) and Section 4(d) above.
Regulatory Matters and Approvals. Each of the Shareholder, the Company and the Buyer will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Sections 2.3(i), 3.5 and 4.5 above, respectively.
Regulatory Matters and Approvals. (a) Each of Purchaser and the Seller will provide any notices to and make any filings with any Governmental Authority that are necessary to consummate the Transactions.
(b) Each of Purchaser and the Seller will promptly notify the other parties hereto of any written communication made to or received by either Purchaser and/or the Seller, as the case may be, from any Governmental Authority regarding the Transactions, and, subject to applicable Law, if practicable, (i) permit the other parties hereto to review in advance any proposed written communication to any such Governmental Authority and incorporate the other parties’ reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and (iii) to the extent permitted by such Governmental Authority, give the other parties hereto the opportunity to attend, and furnish the other parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its staff on the other hand, with respect to this Agreement and the Transactions; provided, however, that this Agreement shall not obligate any party to disclose to any other party such portions of any proposed or final correspondence, filing or other written communication with a Governmental Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à-vis the other party, except that it shall disclose matters to the external counsel of the other party to the extent reasonably necessary in order to enable the party to fulfill its cooperation obligations in this Section 6.5(b).
Regulatory Matters and Approvals. 5.6.1 Subject to the terms and conditions of this Plan of Merger, each of the parties will use all Commercially Reasonable 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 Laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use all Commercially Reasonable Efforts to obtain consents of all third parties and governmental bodies necessary or desirable for the consummation of the Merger.
5.6.2 Within 60 calendar days after the date of this Plan of Merger, ChoiceOne will prepare and file with the Federal Reserve Board and each other Governmental Entity having jurisdiction over the Merger all applications and documents required to obtain, and will use its Commercially Reasonable Efforts to obtain, upon terms and conditions reasonably acceptable to ChoiceOne and CBC, each necessary approval of or consent to consummate the Merger. ChoiceOne will provide CBC with opportunities to review and comment upon such documents before filing and to make such revisions and amendments and file such supplements thereto as CBC may reasonably request. ChoiceOne will provide CBC with copies of all correspondence received from these agencies and all responsive correspondence sent to these agencies.
5.6.3 From the date of this Plan of Merger until the Effective Time, each of ChoiceOne and CBC will promptly notify the other party in writing of any pending or, to the Knowledge of ChoiceOne or CBC (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Plan of Merger (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Plan of Merger, or (c) otherwise relating to this Plan of Merger or any of the transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any Law, each of ChoiceOne and CBC will, and will cause their respective Representatives to, cooperate and use their Commercially Reasonable Efforts to contest and resist, except insofar as ChoiceOne and CBC may otherwise agree, any such Action or Order, including any Action or Order that ...
Regulatory Matters and Approvals. Each of the Parties will (and Buyer will cause each of its Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(d) and Section 4(d) above. Without limiting the generality of the foregoing:
(i) Securities Act, Securities Exchange Act, and State Securities Laws. Buyer will prepare and file with the SEC the Information Statement. The Parties will use their reasonable best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable. Target will provide Buyer, and Buyer will provide Target, with whatever information and assistance in connection with the foregoing filings the other Party may reasonably request. Buyer will take all actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the Buyer Shares.
Regulatory Matters and Approvals. Each of the parties to this Agreement will give any notices to, make any filings with, and use its reasonable best efforts to obtain any 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:
(i) General Corporation Law. SCN will call a special meeting of its Board of Directors as soon as practicable in order that the Board of Directors may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law.
Regulatory Matters and Approvals. (a) Each of Purchaser and the Seller will provide any notices to and make any filings with any Governmental Authority that are necessary to consummate the Transactions. Without limiting the generality of the foregoing, the Seller and Purchaser shall, no later than ten (10) Business Days after the date hereof, prepare and file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required under the HSR Act for the Transactions. Each of Purchaser and the Seller shall submit as soon as practicable any supplemental or additional information which may reasonably be requested by the FTC and the DOJ or by any other Governmental Authority in connection with such filings and shall comply in all material respects with all applicable Laws relating thereto.
(b) Without limiting the generality of the foregoing: (i) Purchaser shall, and shall cause its subsidiaries to, promptly take any and all steps reasonably necessary to avoid, eliminate or resolve each and every impediment and obtain all necessary clearances, consents, approvals and waivers under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (each, an “Antitrust Law,” and collectively “Antitrust Laws”) set out on Schedule 6.5(b), so as to enable the parties to cause the Closing to occur as soon as practicable and in any event prior to the Outside Date, including (A) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by Order, consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, disposition or holding separate of such assets or businesses of the Seller or its respective subsidiaries; (B) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of the Seller or its respective subsidiaries; (C) creating any relationships, ventures, contractual rights, obligations or other arrangements of the Seller or its respective subsidiaries; and (D) entering or offering to enter into agreements and stipulating to ...
