Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx and Buyer will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Buyer, Xxxxx or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03Agreement, each of Xxxxx the Company and Buyer the undersigned will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, practicable (ax) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental governmental or Regulatory Authorities regulatory authorities or any other public or private third parties required of Buyer, Xxxxx or any of their Subsidiaries the Company and the undersigned to consummate the transactions contemplated hereby and by the Merger and the other matters contemplated herebyAgreement, and (by) provide such other information and communications to such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties as the other party or such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties may reasonably requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x1) take promptly all actions necessary to make the filings required of Buyer and Xxxxx or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act, ") (y2) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") ), pursuant to the HSR Act, and (z3) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03Agreement, each of Xxxxx the Company and Buyer Siemens will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (ai) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental governmental or Regulatory Authorities regulatory authorities or any other public or private third parties required of Buyer, Xxxxx Siemens or any of their its Subsidiaries or the Company to consummate the Initial Purchase and the Merger and the other matters contemplated hereby, and (bii) provide such other information and communications to such Governmental governmental or Regulatory Authorities or other public or private third parties regulatory authorities as the other party or such Governmental governmental or Regulatory Authorities or other public or private third parties regulatory authorities may reasonably request. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Siemens and Xxxxx the Company or their affiliates Affiliates under the HSR ActAct and under any similar or comparable European antitrust statute or regulation (collectively, the "European Statutes"), (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR ActAct or from similar or comparable European governmental authorities (the "European Authorities") pursuant to the European Statutes, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and the European Statutes and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC FTC, the Antitrust Division, state attorneys general or the Antitrust Division or state attorneys generalEuropean Authorities.

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx the Company and Buyer Harsco will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerHarsco, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated herebyhereby and by the Stock Option Agreement, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Harsco and Xxxxx the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.general 6.05

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03, each of Xxxxx and Buyer Principal Party will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of Buyer, Xxxxx Principal Party or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party Principal Party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties Principal Party will (x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx either of the Principal Party or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.. 6.08 [Omitted] 6.09

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections Section 6.02 and 6.03, each of Xxxxx the Company and Buyer Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other public or private third parties required of BuyerParent, Xxxxx the Company or any of their Subsidiaries to consummate the Merger and the other matters contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) if any filing under the HSR Act is required, each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer Parent and Xxxxx the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03Section 6.2, each of Xxxxx Proxima and Buyer will proceed diligently and in good faith and In Focus will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (a) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities Entities or any other public or private third parties required of BuyerProxima, Xxxxx In Focus or any of their Subsidiaries to consummate the Merger Exchange Offer and the other matters contemplated hereby, and (b) provide such other information and communications to such Governmental or Regulatory Authorities Entities or other public or private third parties as the other party hereto or such Governmental or Regulatory Authorities Entities or other public or private third parties may reasonably request. In addition to and not in limitation of the foregoing, (i) each of the parties will (x) take promptly all actions necessary to make the filings required of Buyer In Focus and Xxxxx Proxima or their affiliates under the HSR ActAct and under comparable merger notification or competition laws of non-U.S. jurisdictions, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR ActAct or the authorities of such other jurisdictions, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger Exchange Offer or the other matters contemplated by this Agreement commenced by either the FTC or FTC, the Antitrust Division or Division, state attorneys generalgeneral or any other Governmental Entity.

Regulatory and Other Approvals. (i) Subject to the terms and conditions of this Agreement and without limiting the provisions of Sections 6.02 and 6.03Agreement, each of Xxxxx the General Partner, the Partnership and Buyer the undersigned will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, practicable (ax) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental governmental or Regulatory Authorities regulatory authorities or any other public or private third parties required of Buyerthe General Partner, Xxxxx or any of their Subsidiaries the Partnership and the undersigned to consummate the transactions contemplated hereby and by the Merger and the other matters contemplated herebyAgreement, and (by) provide such other information and communications to such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties as the other party or such Governmental governmental or Regulatory Authorities regulatory authorities or other public or private third parties may reasonably requestrequest in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (x1) take promptly all actions necessary to make the filings required of Buyer General Partner and Xxxxx or their affiliates the undersigned under the HSR Act, (y2) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") ), pursuant to the HSR Act, and (z3) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.