Filings with Governmental Authorities. Promptly after the same are sent, copies of all financial statements and reports that the Transferor or the Issuer may make to, or file with, the Securities and Exchange Commission or any successor or analogous governmental authority;
Filings with Governmental Authorities. 9.2.1 Adolor Products in the United States. Adolor will be solely ------------------------------------ responsible for and will use Commercially Reasonable Efforts in applying for, obtaining and maintaining Investigational Authorizations and Marketing Authorizations for the Adolor Products in the United States, including without limitation the responsibility for applying for price approvals for the Adolor Products if required. Upon request by Adolor, GSK shall use Commercially Reasonable Efforts to assist Adolor in applying for, obtaining and maintaining such Investigational Authorizations and Marketing Authorizations (including, with respect to price approvals, as requested by Adolor) for the Adolor Products in the United States. Adolor will be the sole owner of any Investigational Authorizations and Marketing Authorizations for the Adolor Products in the United States. Upon receipt of the initial Investigational Authorizations and Marketing Authorization for the Adolor Products in the United States, Adolor shall have exclusive authority and responsibility to and will use Commercially Reasonable Efforts to maintain and seek appropriate revisions of the conditions of each such Investigational Authorization and Marketing Authorization for the Adolor Products, provided any such revisions are not inconsistent with the provisions of this Agreement or the U.S. Marketing Plan. Adolor shall promptly and in accordance with applicable Law provide to GSK copies of any material documents or correspondence received from any Governmental Authority in the United States, but in no event more than two (2) Business Days after such receipt, that pertains to the Adolor Products (including without limitation any minutes from a meeting with respect thereto). In addition, Adolor shall provide GSK with drafts of any material documents or correspondence to be submitted to any Governmental Authority in the United States that pertains to the Adolor Products. Adolor will consult in advance with, and consider in good faith any comments of, GSK with respect to any filings made or other actions taken by Adolor in accordance with the terms of this Section 9.2, including without limitation any such filings or actions with respect to any changes or modification to labeling for or the indications of the Adolor Products.
Filings with Governmental Authorities. (a) Each of CorpBanca and, if applicable pursuant to Section 1.6(i), CorpBanca Colombia shall, as promptly as reasonably practicable after the date hereof, (i) prepare and, if required by applicable Law, file with the applicable Governmental Authority all required materials relating to the CorpBanca Shareholders’ Meeting and the CorpBanca Shareholder Approval and the CorpBanca Colombia Shareholders’ Meeting and the CorpBanca Colombia Shareholder Approval, respectively (each, “Shareholder Meeting Materials”); (ii) use its reasonable best efforts to respond to any comments received from any Governmental Authority with respect to any Shareholder Meeting Materials (and provide copies of any such comments to Itaú Parent promptly upon receipt); (iii) use its reasonable best efforts to have its Shareholder Meeting Materials cleared by the applicable Governmental Authority, to the extent required by applicable Law; (iv) mail to its shareholders its Shareholder Meeting Materials and all other customary proxy or other materials for shareholder meetings; and (v) to the extent required by applicable Law, prepare, file and distribute to its shareholders any supplement or amendment to any Shareholder Meeting Materials if any event shall occur which requires such action at any time prior to CorpBanca Shareholders’ Meeting and the CorpBanca Colombia Shareholders’ Meeting, respectively; provided that CorpBanca Colombia will not be required to file with the SFC the request for approval of the Colombian Merger before the CorpBanca Colombia-Helm Merger is either approved or denied by the SFC. The Parties shall cooperate in connection with the preparation and filing of the Shareholder Meeting Materials, and CorpBanca and CorpBanca Colombia shall provide Itaú Parent a reasonable opportunity to review and comment upon the Shareholder Meeting Materials, or any amendments or supplements thereto, or any comments from a Governmental Authority received with respect thereto, prior to filing with a Governmental Authority or mailing to shareholders of the same.
Filings with Governmental Authorities. The Depositor may file registration statements and other documents and reports from time to time on behalf of the Trust with the Commission or any other governmental agency or governmental authority. Any such filings made prior to the date of the execution and delivery of this Trust Agreement are hereby ratified.
Filings with Governmental Authorities. (a) Each of LKQ, Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clause (B)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company.
Filings with Governmental Authorities. (a) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall give all notices to, make all filings with, and use their respective reasonable best efforts to obtain, all authorizations, waiting period terminations and expirations, consents and approvals of any Governmental Authority required in connection with the matters contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as promptly as practical, but in any event within ten (10) Business Days following the execution and delivery of this Agreement, and (ii) file comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by other applicable Antitrust Laws or investment act laws in connection with this Agreement within twenty (20) calendar days (or sooner if due sooner), as listed on Schedule 5.2(a)(ii) hereof. Parent and Merger Sub shall be responsible for paying all filing fees in connection with the foregoing filings with Governmental Authorities (other than filing fees in connection with LFA Approvals which shall be paid 50% by Parent or Merger Sub and 50% by the Company). Without limiting the generality of the foregoing, and except for filings required from each party under the HSR Act, the parties agree that Parent shall make (with the reasonable cooperation of the Company) all pre-merger and post-merger notification filings, forms and submissions with any Governmental Authority that are required by applicable Antitrust Laws or investment act laws.
Filings with Governmental Authorities. (a) CorpBanca shall, as promptly as reasonably practicable after the date hereof, (i) prepare and, if required by applicable Law, file with the applicable Governmental Authority all required materials relating to the CorpBanca Shareholders’ Meeting and the CorpBanca Shareholder Approval (“Shareholder Meeting Materials”); (ii) use its reasonable best efforts to respond to any comments received from any Governmental Authority with respect to any Shareholder Meeting Materials (and provide copies of any such comments to Itaú Parent promptly upon receipt); (iii) use its reasonable best efforts to have its Shareholder Meeting Materials cleared by the applicable Governmental Authority, to the extent required by applicable Law; (iv) mail to its shareholders its Shareholder Meeting Materials and all other customary proxy or other materials for shareholder meetings; and (v) to the extent required by applicable Law, prepare, file and distribute to its shareholders any supplement or amendment to any Shareholder Meeting Materials if any event shall occur which requires such action at any time prior to CorpBanca Shareholders’ Meeting. The Parties shall cooperate in connection with the preparation and filing of the Shareholder Meeting Materials, and CorpBanca shall provide Itaú Parent a reasonable opportunity to review and comment upon the Shareholder Meeting Materials, or any amendments or supplements thereto, or any comments from a Governmental Authority received with respect thereto, prior to filing with a Governmental Authority or mailing to shareholders of the same.
Filings with Governmental Authorities. (a) ARCap and Purchasers shall, if required, promptly cause to be filed (i) with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form pursuant to the HSR Act, required for the transactions contemplated hereby. ARCap and Purchasers shall, as promptly as practicable, use its reasonable best efforts to comply with any request for additional information and documents pursuant to the HSR Act. ARCap, on the one hand, and Purchasers, on the other hand, shall notify the other as promptly as practicable of any communication made by or on behalf of such party to, or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. ARCap, on the one hand, and Purchasers, on the other hand, shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall, as promptly as practicable, use its reasonable best efforts to comply with any such inquiry or request. Each of ARCap and Purchasers shall give prior notice and consult prior to any meeting such party has with the FTC or the DOJ with respect to the filings of such party under the HSR Act or any review by any of the foregoing agencies, and shall give the other party the opportunity to attend and participate in such meetings.
Filings with Governmental Authorities. The Parties acknowledge that either or both Parties may be obligated to make a filing (which may include filing a copy of this Agreement) with the Securities and Exchange Commission or other Governmental Authorities. Each Party will be entitled to make such a required filing; provided that, if such a filing includes a copy of this Agreement, the filing Party will (a) redact Confidential Information contained in this Agreement to the extent permitted by Applicable Law, (b) request, and use commercially reasonable efforts consistent with Applicable Laws to obtain, confidential treatment for a period of at least [***] years of all terms of this Agreement redacted from such filing, (c) promptly deliver to the other Party any written correspondence received by the filing Party or its attorneys from such Governmental Authority with respect to such confidential treatment request, and promptly advise the other Party of any other material communications between the filing Party or its attorneys and such Governmental Authority with respect to such confidential treatment request, (d) upon the written request of the other Party, if legally justifiable, request an appropriate extension of the term of the confidential treatment period, and (e) if such Governmental Authority requests any changes to such redactions made by the filing Party, use commercially reasonable efforts consistent with Applicable Laws to defend such redactions and not agree to any changes to such redactions without, to the extent practicable, first discussing such changes with the other Party and taking the other Party’s comments into consideration when deciding whether to agree to such changes. For clarity, following a request from a Governmental Authority to change the redactions made by the filing Party, the filing Party will not be required pursuant to the provisions of this Section 14.4 to again request any redactions rejected by the applicable Governmental Authority. Each Party will be responsible for its own legal and other external costs in connection with any such filing.
Filings with Governmental Authorities. (a) The Parties shall cooperate in good faith with Governmental Authorities and use reasonable best efforts to complete lawfully the Transactions as soon as practicable (but in any event prior to the Agreement End Date) and use reasonable best efforts to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding or Action in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Domestication Merger, the Exchange, the Business Combination Merger or any of the other Transactions.
