Additional Approvals. Each Party will cooperate and use respectively all reasonable efforts to make all other registrations, filings and applications, to give all notices and to obtain as soon as practicable all governmental or other consents, transfers, approvals, orders, qualifications authorizations, permits and waivers, if any, and to do all other things necessary or desirable for the consummation of the transactions as contemplated hereby. Neither Party shall be required, however, to divest or out-license products or assets or materially change its business if doing so is a condition of obtaining approval under the HSR Act or other governmental approvals of the transactions contemplated by this Agreement.
Additional Approvals. Each of Licensor and Schering will cooperate and use all reasonable efforts to make all other registrations, filings and applications, to give all notices and to obtain as soon as practicable all governmental or other consents, transfers, approvals, orders, qualifications authorizations, permits and waivers, if any, and to do all other things reasonably necessary or desirable in Schering's opinion for the consummation of the transactions as contemplated hereby (including, without limitation, those acts required to obtain necessary approvals under any foreign equivalent antitrust statute to the HSR Act or regulation from any government or regulatory authority having the requisite jurisdiction; provided, however, that Schering shall promptly reimburse Licensor for reasonable out-of-pocket costs and expenses incurred by Licensor in providing such cooperation. Licensor shall invoice Schering for such costs and expenses, and shall provide supporting documentation for the invoice. The invoice shall be payable to Licensor or its designee(s) [ * ] days after receipt by Schering of the invoice.
Additional Approvals. If, contrary to the parties' understanding, the approval of the shareholders of Purchaser shall be required to effectuate the transactions contemplated hereby, Purchaser shall, as soon as reasonably practicable, call, give notice of, convene and hold a meeting of its shareholders for purpose of seeking to obtain such approval. Notwithstanding anything to the contrary contained herein, no such approval of the shareholders of Purchaser as described in the preceding sentence shall be deemed a breach of any representation, warranty, covenant, agreement or other provision of this Agreement.
Additional Approvals. AstraZeneca and Xxxxxxxxx shall cooperate and use respectively all reasonable efforts to make all other registrations, filings and applications, to give all notices and to obtain as soon as practicable all governmental or other consents, transfers, approvals, orders, qualifications authorizations, permits and waivers, if any, and to do all other things necessary or desirable for the consummation of the transactions as contemplated hereby. Neither Party shall be required, however, to divest or out-license products or assets or materially change its business if doing so is a condition of obtaining approval of the transactions contemplated by this Agreement.
Additional Approvals. Licensee shall also timely submit to Licensor for Licensor’s approval prior to construction, purchase or hire, as applicable, the following:
Additional Approvals. TXI shall cooperate with Chaparral in effecting, and if so requested by Chaparral, TXI shall, as the sole stockholder of Chaparral prior to the Distribution, ratify any actions which are reasonably necessary or desirable to be taken by Chaparral to effectuate the transactions referenced in or contemplated by this Agreement in a manner consistent with the terms hereof, including the preparation and implementation of appropriate plans, agreements and arrangements for employees of the Chaparral Business and non-employee members of Chaparral’s board of directors.
Additional Approvals. The parties acknowledge that this Agreement requires issuance of a valid Purchase Order by the State of Rhode Island for this Agreement to remain in full force and effect.
Additional Approvals. AstraZeneca and Ironwood will cooperate and use respectively all reasonable efforts to make all other registrations, filings and applications, to give all notices and to obtain as soon as practicable all governmental or other consents, transfers, approvals, orders, qualifications authorizations, permits and waivers, if any, and to do all other things necessary or desirable for the consummation of the transactions as contemplated hereby. Neither Party will be required, however, to divest or out-license products or assets or materially change its business if doing so is a condition of obtaining any governmental approvals of the transactions contemplated by this Agreement.
Additional Approvals. Fortune Brands shall cooperate with Cabinets in effecting, and if so requested by Cabinets, Fortune Brands shall, as the sole stockholder of Cabinets prior to the Distribution, ratify any actions that are reasonably necessary or desirable to be taken by Cabinets to effectuate the transactions contemplated by this Agreement in a manner consistent with the terms hereof.
Additional Approvals. First Data shall cooperate with Western Union in effecting, and if so requested by Western Union, First Data shall, as the sole stockholder of Western Union prior to the Distribution, ratify any actions which are reasonably necessary or desirable to be taken by Western Union to effectuate the transactions referenced in or contemplated by this Agreement in a manner consistent with the terms hereof, including the preparation and implementation of appropriate plans, agreements and arrangements for employees of the Western Union Business and non-employee members of Western Union’s Board of Directors.
