Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. The Parties shall use their respective commercially reasonable efforts to obtain the authorizations, consents, waiting period expirations or terminations, Orders and approvals necessary or advisable for, and to avoid any Order which would block, their execution and delivery of, and the performance of their obligations pursuant to this Agreement, including their respective commercially reasonable efforts to obtain, prior to the Closing Date, all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and parties to Contracts with Arbutus or any of its Subsidiaries (including landlords) as are necessary for consummation of the transactions contemplated by this Agreement. The Parties shall coordinate and cooperate with one another and shall exchange and provide information to each other, subject to entering into a reasonable joint defense and confidentiality agreement, as necessary for this Article 6. The Parties shall use commercially reasonable efforts to supply such assistance as may be reasonably requested by each other in connection with the foregoing. Subject to applicable confidentiality restrictions or restrictions required by applicable Law, the Parties will notify each other promptly upon the receipt of any request by any officials of any Governmental Entity for information or the production of any documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide to the other Parties (or their respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. In addition, to the extent reasonably practicable and acceptable to the Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, and memoranda submitted to any Governmental Entity regarding the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Master Contribution and Share Subscription Agreement (Roivant Sciences Ltd.), Master Contribution and Share Subscription Agreement (Roivant Sciences Ltd.), Master Contribution and Share Subscription Agreement (Arbutus Biopharma Corp)

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Filings and Authorizations. The Parties shall use their respective commercially reasonable efforts to obtain the authorizations, consents, waiting period expirations or terminations, Orders and approvals necessary or advisable for, and to avoid any Order which would block, their execution and delivery of, and the performance of their obligations pursuant to this Agreement, including their respective commercially reasonable efforts to obtain, prior to the Closing Date, all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and parties to Contracts with Arbutus or any of its Subsidiaries (including landlords) as are necessary for consummation of the transactions contemplated by this Subscription Agreement. The Parties shall coordinate and cooperate with one another and shall exchange and provide information to each other, subject to entering into a reasonable joint defense and confidentiality agreement, as necessary for this Article 67. The Parties shall use commercially reasonable efforts to supply such assistance as may be reasonably requested by each other another in connection with the foregoing. Subject to applicable confidentiality restrictions or restrictions required by applicable Law, the Parties will notify each other promptly upon the receipt of any request by any officials of any Governmental Entity for information or the production of any documents relating to an investigation of the transactions contemplated by this Subscription Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide to the other Parties others (or their the others’ respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Subscription Agreement. In addition, to the extent reasonably practicable and acceptable to the Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Subscription Agreement shall include representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, and memoranda submitted to any Governmental Entity regarding the transactions contemplated by this Subscription Agreement. Notwithstanding the foregoing, to the extent not precluded by MI 61-101, the Subscriber shall take all commercially reasonable steps to vote, or cause to be voted, the Offered Shares in favour of the special resolution approving the Articles of Amendment at the Company Meeting.

Appears in 2 contracts

Samples: Amending Agreement (Arbutus Biopharma Corp), Lock Up Agreement (Roivant Sciences Ltd.)

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Filings and Authorizations. The Parties Each of Seller and Purchaser, as promptly as practicable, (i) shall use their respective commercially reasonable efforts make, or cause to obtain be made, all such filings and submissions under laws, rules and regulations applicable to it, as may be required to consummate the authorizationstransactions contemplated herein, consents, waiting period expirations or terminations, Orders and approvals necessary or advisable for, and to avoid any Order which would block, their execution and delivery of, and in accordance with the performance terms of their obligations pursuant to this Agreement, including their respective (ii) shall use all commercially reasonable efforts to obtain, prior or cause to the Closing Datebe obtained, all Licenses, consentsauthorizations, approvals, authorizations, qualifications Consents and Orders of waivers from all Governmental Entities and parties non-governmental Persons necessary to Contracts with Arbutus or any of its Subsidiaries (including landlords) as are necessary for consummation of be obtained by it, in order to consummate the transactions contemplated herein; provided, however, that, any provision hereof to the contrary notwithstanding, neither Seller nor Purchaser shall have any obligation to pay any fee to any third party (other than any lawful fees assessed by this Agreementa Governmental Entity) for the purpose of obtaining any Consent or any costs and expenses of any third party resulting from the process of obtaining such Consent and (iii) shall use commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for him, her or it to fulfill his, her or its obligations hereunder (including the satisfaction of the conditions to closing set forth in Section 6). The Parties Seller and Purchaser shall coordinate and cooperate with one another in exchanging such information and shall exchange and provide information to each other, subject to entering into a supplying such reasonable joint defense and confidentiality agreement, as necessary for this Article 6. The Parties shall use commercially reasonable efforts to supply such assistance as may be reasonably requested by each other in connection with the foregoing. Subject to applicable confidentiality restrictions or restrictions required by applicable Law, Each party shall promptly inform the Parties will notify each other promptly upon the receipt party of any request by any officials oral communication with, and provide copies of written communications with, any Governmental Entity for information regarding any filing or the production of submission. No party hereto shall independently participate in any documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide to the other Parties (or their respective advisors) upon request copies of all correspondence between such Party and formal meeting with any Governmental Entity relating to in respect of any filing, investigation or other inquiry conducted in connection with the contemplated transactions contemplated by this Agreement. In additionwithout giving the other parties hereto prior notice of the meeting and, to the extent reasonably practicable and acceptable to the permitted by such Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject opportunity to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, and memoranda submitted to any Governmental Entity regarding the transactions contemplated by this Agreementattend and/or participate.

Appears in 1 contract

Samples: Asset Purchase Agreement

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