Common use of Regulatory Filings; Reasonable Efforts Clause in Contracts

Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirements, each of Parent, Sub and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act, (ii) filings required by the merger notification or control Laws of any applicable jurisdiction, as agreed by the parties hereto, and (iii) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” Laws and the securities Laws of any foreign country, or any other applicable Laws or rules and regulations of any Governmental Entity relating to the Offer and the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 to comply in all material respects with all applicable Laws and rules and regulations of any Governmental Entity.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

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Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirementshereof, each of Parent, Sub and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required under applicable Law by any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act, (ii) filings required by the merger notification or control Laws of any applicable jurisdiction, as agreed by the parties hereto, and (iii) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” Laws and the securities Laws of any foreign country, or any other applicable Laws or rules and regulations of any Governmental Entity relating to the Offer and the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 6.5 to comply in all material respects with all applicable Laws and rules and regulations of any Governmental Entity.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Power Medical Interventions, Inc.), Agreement and Plan of Merger (Covidien Delaware Corp.)

Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirementshereof, each of Parent, Sub and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required under applicable Law by any Governmental Entity of competent jurisdiction in connection with the Offer, the Merger and the other transactions contemplated hereby, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act, (ii) filings required by the merger notification or control Laws of any applicable jurisdiction, as agreed by the parties heretoforeign jurisdictions listed on Annex I-A, and (iii) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” Laws and the securities Laws of any foreign country, or any other applicable Laws or rules and regulations of any Governmental Entity relating to the Offer and the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 to comply in all material respects with all applicable Laws and rules and regulations of any Governmental Entity.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vnus Medical Technologies Inc), Agreement and Plan of Merger (Covidien Group S.a.r.l.), Agreement and Plan of Merger (Covidien PLC)

Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirementshereof, each of Parent, Sub and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act, (ii) filings required by the merger notification or control Laws of any applicable jurisdiction, as agreed by the parties hereto, and (iiiiv) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” Laws laws and the securities Laws laws of any foreign country, or any other applicable Laws or rules and regulations of any Governmental Entity relating to the Offer and the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 6.5(a) to comply in all material respects with all applicable Laws and rules and regulations of any Governmental Entity.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (Bioenvision Inc)

Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirementshereof, each of Parent, Sub Purchaser and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated herebyTransactions, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") as required by the HSR Act, (ii) filings required by the merger notification or control Laws laws of any applicable jurisdiction, as agreed by the parties hereto, and (iiiiv) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or "blue sky” Laws " laws and the securities Laws laws of any foreign country, or any other applicable Laws laws or rules and regulations of any Governmental Entity relating to the Offer and the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 6.5(a) to comply in all material respects with all applicable Laws laws and rules and regulations of any Governmental Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genzyme Corp)

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Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirementshereof, each of Parent, Sub and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act, (ii) filings required by the merger notification or control Laws of any applicable jurisdiction, as agreed reasonably determined by the parties heretoParent, and (iii) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” Laws laws and the securities Laws laws of any foreign country, or any other applicable Laws or rules and regulations of any Governmental Entity relating to the Offer and the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 6.5(a) to comply in all material respects with all applicable Laws and rules and regulations of any Governmental Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genzyme Corp)

Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirementshereof, each of Parent, Merger Sub and the Company shall use reasonable best efforts to make and shall cause their affiliates or owners to use reasonable best efforts to make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity or any foreign labor organization or works council in connection with the Offer, the Merger and the other transactions contemplated herebyMerger, including, without limitation: (i) Notification and Report Forms the filings identified on Section 3.17 of the Company Disclosure Schedule that are required to be made with a Governmental Entity, (ii) pre-merger notification reports to be filed with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") as required by the HSR Act, (iiiii) filings required by the merger notification or control Laws Laws, and any other applicable antitrust or fair trade Law, of any applicable jurisdictionforeign jurisdiction or filings required by any foreign labor organization or works council, as agreed by the parties hereto, and (iiiiv) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or "blue sky” Laws " laws and the securities Laws laws of any foreign country, or (v) any other applicable Laws or rules and regulations of any Governmental Entity relating to, and material to the Offer and consummation of, the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 to comply in all material respects with all applicable Laws and rules and regulations of any Governmental Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intergraph Corp)

Regulatory Filings; Reasonable Efforts. (a) As promptly as practicable after the date hereof and in compliance with all applicable regulatory requirementshereof, each of Parent, Merger Sub and the Company shall use reasonable best efforts to make and shall cause their affiliates to use reasonable best efforts to make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity or any foreign labor organization or works council in connection with the Offer, the Merger and the other transactions contemplated herebyMerger, including, without limitation: (i) Notification and Report Forms the filings identified on Section 3.17 of the Company Disclosure Schedule that are required to be made with a Governmental Entity, (ii) pre-merger notification reports to be filed with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act, (iiiii) filings required by the merger notification or control Laws Laws, and any other applicable antitrust or fair trade Law, of any applicable jurisdictionforeign jurisdiction or filings required by any foreign labor organization or works council, as agreed by the parties hereto, and (iiiiv) any filings required under the Securities Act, the Exchange 45 Act, any applicable state or securities or “blue sky” Laws laws and the securities Laws laws of any foreign country, or (v) any other applicable Laws or rules and regulations of any Governmental Entity relating to, and material to the Offer and consummation of, the Merger. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.6 to comply in all material respects with all applicable Laws and rules and regulations of any Governmental Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genesco Inc)

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