Regulatory and Other Matters. (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MCC and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MCC or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. 40
Regulatory and Other Matters. (a) Subject to the terms and conditions of this Agreement, the Parties shall reasonably cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all Governmental Entities and all Consents of third parties, in each case, that are necessary or advisable to consummate the Transactions in the most expeditious manner reasonably practicable and defend any lawsuits or other Actions challenging this Agreement or the consummation of the Transactions, and to comply with the terms and conditions of all such Permits and Consents of all such third parties and Governmental Entities. Each of the Parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Laws relating to the confidentiality of information, all information relating to SSIC or CALP, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Transactions. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicable. The Parties shall consult with each other with respect to the obtaining of all Consents of all third parties and Permits of Governmental Entities necessary or advisable to consummate the Transactions and each Party will keep the other apprised of the status of matters relating to completion of the Transactions. Notwithstanding anything to the contrary in this Agreement, neither Party nor any of its Affiliates will be obligated to, and without the consent of CALP (which shall not be unreasonably withheld, delayed or conditioned), neither SSIC nor any of its Affiliates will, grant or offer to grant any material accommodation or concession (financial or otherwise), or make any payment, to any third party in connection with seeking or obtaining its Consent in connection with the Transactions.
Regulatory and Other Matters. 50 8.1. LIFC Stockholder Meeting....................................50 8.2. Proxy Statement-Prospectus..................................50 8.3. Regulatory Approvals........................................51 (ii)
Regulatory and Other Matters. 65 8.1. HRB and FNFG Shareholder Meetings...........................65 8.2. Joint Proxy Statement-Prospectus............................66 8.3. Regulatory Approvals........................................67 8.4. Affiliates..................................................67
Regulatory and Other Matters. (a) The Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all third parties and Governmental Entities and Consents that are necessary or advisable to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each of the Parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Laws relating to the confidentiality of information, all information relating to Rand or East, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchase. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicable. The Parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase and each Party will keep the other apprised of the status of matters relating to completion of the Stock Purchase.
Regulatory and Other Matters. 12.1 During the Manufacturing Period, except as may otherwise be agreed, Licensee shall refer any significant complaints or reports of incidents which it or any of its Affiliates receives concerning the Product affecting quality to Licensor within seven (7) Business Days of Licensee’s receipt of the same, provided, that all complaints concerning suspected or actual Product tampering, contamination or mix-up shall be delivered within two (2) Business Days of receipt of the same by Licensee or any Affiliate or subcontractor of Licensee. For the avoidance of doubt, to the extent that any such complaint amounts to or relates to an adverse reaction the terms of the pharmacovigilance procedures set out in the Safety and Quality Agreement shall apply in relation to such complaint; in the event of any inconsistency between the application of this Clause 12.1 and the Safety and Quality Agreement, the terms of the Safety and Quality Agreement shall prevail.
Regulatory and Other Matters. (a) The issuance of any cease and desist order against Borrower, any Subsidiary Holding Company or any Subsidiary Bank and/or the entry of any memorandum of understanding or other agreement between Borrower, any Subsidiary Holding Company or any Subsidiary Bank and any Regulatory Agency and any amendment or modification of the foregoing, regardless of whether the same is voluntary or involuntary; (b) the receipt of any written communication from any Regulatory Agency or the receipt of any request from any Regulatory Agency for a meeting with the executive officers or board of directors of Borrower, any Subsidiary Holding Company or any Subsidiary Bank, or (c) any material modification of the terms of any agreement related to the sale of Xxxxx County State Bank, an Illinois banking corporation (“Xxxxx County”), or Marine Bank & Trust, an Illinois banking corporation (“Marine”), including any modification that is likely to result in the purchase price or the proceeds from such sale to be reduced or any termination of any agreement relating the sale of such banks, within 24 hours after learning of the occurrence thereof.”
Regulatory and Other Matters. (a) The Company and Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use all reasonable efforts to have the S-4 declared effective under the Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its shareholders. Parent and the Company shall cooperate to ensure that all shares of Parent Common Stock to be issued in the Merger are registered with the SEC or are subject to agreements which provide for such registration.
Regulatory and Other Matters. 8.1. Meeting of Premier Stockholders; Proxy Statement-Prospectus; Merger Registration Statement. 8.2. Regulatory Approvals.
Regulatory and Other Matters. 8.1. Meeting of Premier Stockholders; Proxy Statement-
