Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. ‌ Without limiting clause 3.3: (a) each party must promptly make all applications necessary to satisfy the Regulatory Conditions in a form agreed with the other party in writing (acting reasonably) and by the dates specified in the Timetable, and provide the other party with a copy of those applications (provided that any commercially sensitive information may be redacted from the copy provided); (b) neither party may take any action for the purpose of deliberately hindering or preventing the satisfaction of a Regulatory Condition (provided that nothing in this paragraph will require either party to incur any additional costs (other than customary advisor costs and filing fees) or to offer, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must consult with the other party in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) with any Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide the other party with drafts of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by the other party into account in good faith when making any amendments and, where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction of the Regulatory Conditions; (ii) provide copies of any material written communications sent to or received from a Government Agency to the other party promptly upon despatch or receipt (as the case may be) (provided that any commercially sensitive information may be redacted from the copies provided); (iii) in the case of a material meeting or phone call with a Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, provide the other party with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the other party is kept reasonably apprised of material developments arising out of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any fact or circumstances which will or is reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly and diligently progress the applications for satisfaction of the Regulatory Conditions (including by responding to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction of the Regulatory Conditions.

Regulatory Applications. ‌ Without limiting clause 3.3: (a) Buyer and Seller shall each use their respective reasonable efforts to prepare all documentation for, to make all filings with, and to obtain all permits, consents, approvals and authorizations of, all Governmental Entities necessary to consummate the transactions contemplated by this Agreement. Buyer and Seller agree that they will consult with each other, except as otherwise restricted by law, with respect to the obtaining of all permits, consents, approvals and authorizations of all Governmental Entities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party must promptly make all applications necessary to satisfy the Regulatory Conditions in a form agreed with will keep the other party in writing (acting reasonably) and by apprised of the dates specified in status of material matters relating to completion of the Timetable, and provide the other party with a copy of those applications (provided that any commercially sensitive information may be redacted from the copy provided);transactions contemplated hereby. (b) neither party may take Without limiting the generality of the foregoing, each of Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any action notification and report form required for the purpose transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of deliberately hindering 1▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or preventing the satisfaction of a Regulatory Condition (provided that nothing in this paragraph will require either party to incur its ultimate parent, and any additional costs (other than customary advisor costs and filing fees) supplemental information filed by such party or to offerits ultimate parent after the date of the original filing, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must consult will be in substantial compliance with the other party in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) with any Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide the other party with drafts of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by the other party into account in good faith when making any amendments and, where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction requirements of the Regulatory Conditions; (ii) provide copies of any material written communications sent to or received from a Government Agency HSR Act. Buyer and Seller shall each furnish to the other party promptly upon despatch or receipt (such necessary information and assistance as the case other may be) (provided reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any commercially sensitive information may be redacted from the copies provided); (iii) in the case of a material meeting or phone call with a Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, provide the other party with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meetingcommunications with, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requestedinquiries or requests for additional information from, the other party is kept reasonably apprised FTC or the DOJ, and shall use their reasonable efforts to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of material developments arising out any waiting period required under the HSR Act as a condition to the purchase and sale of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any fact or circumstances which will or is reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly Assets and diligently progress the applications for satisfaction assumption of the Regulatory Conditions (including by responding Assumed Liabilities, and shall use reasonable efforts to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction defend against any action of the Regulatory ConditionsFTC or the DOJ to enjoin the sale of the Assets to Buyer.

Regulatory Applications. ‌ Without limiting clause 3.3: (ai) each As soon as reasonably practicable, but in any event no later than fifteen (15) Business Days after the Execution Date, the Parties shall jointly file such applications and other documents as may be necessary or advisable to obtain the Communications Consents (the “Communications Consent Applications”). Each party must promptly make all applications necessary to satisfy the Regulatory Conditions in a form agreed with the other party in writing (acting reasonably) and by the dates specified in the Timetable, and shall provide the other party Parties with a copy of those applications (provided that any commercially sensitive all information may be redacted from the copy provided); (b) neither party may take any action reasonably necessary for the purpose preparation of deliberately hindering or preventing the satisfaction such applications on a timely basis, including those portions of a Regulatory Condition (provided that nothing in this paragraph will require either party to incur any additional costs (other than customary advisor costs and filing fees) or to offer, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must consult with the other party in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) with any Government Agency relating to any approval or consent such applications which are required to satisfy be completed by each Party. In addition, the Parties shall cooperate to make any notice filings required in connection with this matter on a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide the other party with drafts of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by the other party into account in good faith when making any amendments and, where practicable timely basis and to assist in the extent reasonable to do so, obtain process of obtaining such approvals for the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction of the Regulatory Conditions;transaction. (ii) provide copies of any material written communications sent to or received from a Government Agency Subject to the terms and conditions of this Merger Agreement, each of the Parties shall use commercially reasonable efforts to (A) prosecute the Communications Consent Applications, (B) furnish as promptly as practicable to the relevant Governmental Authority processing any such application any documents, materials or other information requested by it, (C) oppose any third-party promptly upon despatch objections to such applications, and (D) take promptly, or receipt (cause to be taken promptly, all other actions and do, or cause to be done, all other things necessary, proper or advisable in order to obtain the Communications Consents as the case may be) (provided that any commercially sensitive information may be redacted from the copies provided);expeditiously as practicable. (iii) in the case of a material meeting or phone call with a Government Agency relating The Parties shall use commercially reasonable efforts to any approval or consent required to satisfy a Regulatory Condition, provide the other party with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the other party is kept reasonably apprised of material developments arising out of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming Parties of any material communication to that Party from any Governmental Authority or any other Party with respect to any Communications Consent Applications, (B) permit a representative of the other Parties reasonably acceptable to the first Party to attend and participate in substantive meetings (telephonic or otherwise) with any Governmental Authority with respect to any Communications Consent Application, and (C) permit the other Party to review in advance, as reasonable, any proposed written communication to any Governmental Authority with respect to any Communications Consent Applications. Each Party shall notify the other in the event it becomes aware of any other facts, actions, communications or occurrences that a Regulatory Condition is reasonably could be expected to adversely affect the ability to obtain expeditiously the Communications Consents. (iv) In the event there are any petitions for reconsideration, applications for review, appeals or is likely similar filings made seeking to be satisfied or has become incapable overturn the grant of being satisfiedthe Communications Consents, or of any fact if the FCC or circumstances which will or is reasonably likely Industry Canada seeks to prevent a Regulatory Condition from being satisfied; and (e) reconsider such grant on its own motion, then the Parties shall cooperate in all reasonable respects with each party must promptly other and diligently progress shall use their respective commercially reasonable efforts to defend the applications for satisfaction of the Regulatory Conditions (including by responding to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction of the Regulatory Conditionsapplicable grants against such actions.

Regulatory Applications. ‌ Without limiting clause 3.3: (a) each party must Each Party shall, and shall cause its Subsidiaries to, cooperate and use reasonable best efforts to promptly make prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transactions and the change in ownership of the F▇▇▇ Subsidiaries, and shall use reasonable best efforts to file within 30 days of the date hereof, the applications necessary to satisfy obtain the permits, consents, approvals and authorizations of all Regulatory Conditions Authorities necessary to consummate the Transactions. Each Party shall have the right to review in a form agreed advance, and to the extent practicable each will consult with the other Party, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in writing (acting reasonably) connection with the Transactions and by the dates specified change in ownership of the TimetableF▇▇▇ Subsidiaries. In exercising the foregoing right, each Party agrees to act reasonably and as promptly as practicable. Each Party agrees that it will consult with the other Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transactions and the change in ownership of the F▇▇▇ Subsidiaries, and provide each Party will keep the other party with a copy Party apprised of those applications (provided that any commercially sensitive information may be redacted from the copy provided);status of material matters relating to completion of the Transactions and the change in ownership of the F▇▇▇ Subsidiaries. (b) neither party may take any action for the purpose of deliberately hindering or preventing the satisfaction of a Regulatory Condition (provided that nothing in this paragraph will require either party Each Party agrees, upon request, to incur any additional costs (other than customary advisor costs and filing fees) or to offer, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must consult with furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) connection with any Government Agency relating filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any approval third party or consent required to satisfy a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide the other party with drafts of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by the other party into account in good faith when making any amendments and, where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction of the Regulatory Conditions; (ii) provide copies of any material written communications sent to or received from a Government Agency to the other party promptly upon despatch or receipt (as the case may be) (provided that any commercially sensitive information may be redacted from the copies provided); (iii) in the case of a material meeting or phone call with a Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, provide the other party with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the other party is kept reasonably apprised of material developments arising out of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any fact or circumstances which will or is reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly and diligently progress the applications for satisfaction of the Regulatory Conditions (including by responding to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction of the Regulatory ConditionsGovernmental Authority.

Regulatory Applications. ‌ Without limiting clause 3.3: (a) each party must Parent and the Company and their respective Subsidiaries will cooperate and use all reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and, subject to Section 5.01, to obtain all material permits, consents, waivers, approvals, actions or nonactions and authorizations of all third parties and Governmental Authorities necessary to consummate the Transactions as promptly as practicable, and will make all applications necessary filings in respect of those Requisite Approvals as soon as practicable. Each of Parent and the Company will have the right to satisfy review in advance, and to the Regulatory Conditions extent practicable each will consult with the other, in a form agreed each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Approvals. In exercising the foregoing right, each of the Parties will act reasonably and as promptly as practicable. Each Party agrees that it will consult with the other party in writing (acting reasonably) Party with respect to obtaining all Requisite Approvals and by the dates specified in the Timetable, and provide each Party will keep the other party Party apprised of the status of material matters relating to completion of the Transactions, including with a copy respect to any material communication with the FTC, the DOJ, CFIUS or any other Governmental Authority (or any of those applications (provided that any commercially sensitive information may be redacted from the copy providedtheir respective representatives);. (b) neither party Parent and the Company will, upon request, furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may take be reasonably necessary or advisable in connection with any action for the purpose filing, notice or application made by or on behalf of deliberately hindering such other Party or preventing the satisfaction any of a Regulatory Condition (provided that nothing in this paragraph will require either party to incur any additional costs (other than customary advisor costs and filing fees) its Subsidiaries with or to offerany third party or Governmental Authority in connection with the Transactions and to the extent permitted by the applicable Governmental Authority or any Person objecting to the Transactions, agree give the other Party the opportunity to attend and participate in any meetings and conferences with such Governmental Authority or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a));Person objecting to the Transactions. (c) each party must consult In connection with and without limiting the other party foregoing, (1) the Company and Parent shall promptly submit a joint filing and any requested supplemental information (collectively, the “Joint Filing”) to CFIUS pursuant to 31 C.F.R. Part 800 with regard to the Transactions, (ii) Parent shall take responsibility for preparation and submission of the Joint Filing and (iii) the Company hereby agrees promptly to provide to Parent all necessary information and otherwise to assist Parent promptly in advance order for Parent to complete preparation and submission of the Joint Filing in relation to all material communications (whether written or oral, accordance with this Section 5.08(c)(1) and whether direct or via a Representative) with any Government Agency relating respond to any approval or consent required to satisfy a Regulatory Condition, inquiries from CFIUS or any action taken or proposed byother interested Governmental Authority, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (2) each Party shall (i) promptly take all actions reasonably necessary to (a) file the notification and report form required for the Transactions and provide any supplemental information in connection therewith pursuant to the HSR Act and (b) make any filings required under any Applicable Antitrust Laws, and shall furnish to the other party such necessary information and assistance as the other may reasonably request in connection with drafts its preparation of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted filing with, or submission or response to, inquires from the drafts provided) and take any reasonable comments made by Federal Trade Commission (the other party into account in good faith when making any amendments and“FTC”), where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction Antitrust Division of the Regulatory Conditions; Department of Justice (the “DOJ”) or any other Governmental Authority in connection with obtaining approval under the HSR Act and any other Applicable Antitrust Laws, (ii) provide copies keep the other Party apprised of the status of any material written communications sent to inquiries or received from a Government Agency to the other party promptly upon despatch or receipt (as the case may be) (provided that any commercially sensitive requests for additional information may be redacted from the copies provided); FTC, or the DOJ or any Governmental Authority in connection with obtaining approval under any such Applicable Antitrust Laws and take all reasonable steps to comply promptly with any such inquiry or request and (iii) participate in any interviews or meetings reasonably requested by the case of a material meeting FTC or phone call the DOJ or any Governmental Authority in connection with a Government Agency relating to obtaining approval under any approval or consent required to satisfy a Regulatory Condition, provide the other party such Applicable Antitrust Laws in connection with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the other party is kept reasonably apprised of material developments arising out consummation of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any fact or circumstances which will or is reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly and diligently progress the applications for satisfaction of the Regulatory Conditions (including by responding to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction of the Regulatory ConditionsTransactions.

Regulatory Applications. ‌ Without limiting clause 3.3: (a) each party must Each Party shall, and shall cause its Subsidiaries to, cooperate and use reasonable best efforts to promptly make prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Transactions and the change in ownership of the ▇▇▇▇ Subsidiaries, and shall use reasonable best efforts to file within 30 days of the date hereof, the applications necessary to satisfy obtain the permits, consents, approvals and authorizations of all Regulatory Conditions Authorities necessary to consummate the Transactions. Each Party shall have the right to review in a form agreed advance, and to the extent practicable each will consult with the other Party, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in writing (acting reasonably) connection with the Transactions and by the dates specified change in ownership of the Timetable▇▇▇▇ Subsidiaries. In exercising the foregoing right, each Party agrees to act reasonably and as promptly as practicable. Each Party agrees that it will consult with the other Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transactions and the change in ownership of the ▇▇▇▇ Subsidiaries, and provide each Party will keep the other party with a copy Party apprised of those applications (provided that any commercially sensitive information may be redacted from the copy provided);status of material matters relating to completion of the Transactions and the change in ownership of the ▇▇▇▇ Subsidiaries. (b) neither party may take any action for the purpose of deliberately hindering or preventing the satisfaction of a Regulatory Condition (provided that nothing in this paragraph will require either party Each Party agrees, upon request, to incur any additional costs (other than customary advisor costs and filing fees) or to offer, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must consult with furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) connection with any Government Agency relating filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any approval third party or consent required to satisfy a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide the other party with drafts of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by the other party into account in good faith when making any amendments and, where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction of the Regulatory Conditions; (ii) provide copies of any material written communications sent to or received from a Government Agency to the other party promptly upon despatch or receipt (as the case may be) (provided that any commercially sensitive information may be redacted from the copies provided); (iii) in the case of a material meeting or phone call with a Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, provide the other party with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the other party is kept reasonably apprised of material developments arising out of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any fact or circumstances which will or is reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly and diligently progress the applications for satisfaction of the Regulatory Conditions (including by responding to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction of the Regulatory ConditionsGovernmental Authority.

Regulatory Applications. ‌ Without limiting clause 3.3:(A) Each party shall promptly (i) cause Little Falls, in the case of Bancorp, to adopt and approve the transactions contemplated by this Plan, (ii) prepare and submit applications to the appropriate Regulatory Authorities and (iii) make all other appropriate filings to secure all other approvals, consents and rulings, which are necessary for it to consummate the Mergers. (aB) each party must promptly make all applications necessary Each of Bancorp and Skylands agrees to satisfy the Regulatory Conditions in a form agreed cooperate with the other party (and to cause Acquisition Corp. to co-operate) and, subject to the terms and conditions set forth in writing this Plan, use its reasonable best efforts (acting reasonablyand cause Acquisition Corp. to use its reasonable best efforts) to prepare and by the dates specified in the Timetablefile all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and provide to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Regulatory Authorities necessary or advisable to consummate the other transactions contemplated by this Plan, including without limitation the regulatory approvals referred to in Section 6.02. Each of Bancorp and Skylands shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to, any third party or any Regulatory Authorities in connection with a copy the transactions contemplated by this Plan. In exercising the foregoing right, each of those applications (provided the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that any commercially sensitive information may be redacted from the copy provided); (b) neither party may take any action for the purpose of deliberately hindering or preventing the satisfaction of a Regulatory Condition (provided that nothing in this paragraph it will require either party to incur any additional costs (other than customary advisor costs and filing fees) or to offer, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must consult with the other party in advance in relation parties hereto with respect to the obtaining of all material communications permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Plan and each party will keep the other parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (whether written C) Each party agrees, upon request, to furnish the other parties with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or oral, and whether direct or via a Representative) advisable in connection with any Government Agency relating filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any approval or consent required to satisfy a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide the other party with drafts of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by the other party into account in good faith when making any amendments and, where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction of the Regulatory Conditions; (ii) provide copies of any material written communications sent to or received from a Government Agency to the other party promptly upon despatch or receipt (as the case may be) (provided that any commercially sensitive information may be redacted from the copies provided); (iii) in the case of a material meeting or phone call with a Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, provide the other party with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the other party is kept reasonably apprised of material developments arising out of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any fact or circumstances which will or is reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly and diligently progress the applications for satisfaction of the Regulatory Conditions (including by responding to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction of the Regulatory ConditionsAuthority.

Regulatory Applications. ‌ Without limiting clause 3.3: (a) Each of Placer and the Company shall cooperate and use their respective reasonable efforts to prepare and file, or cause to be filed, all documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third parties and/or Governmental Authorities in order to consummate the Merger or any of the other transactions contemplated hereby (including, without limitation, the permits, consents, exemptions, approvals and authorizations set forth in Sections 5.02(f), 5.03(b) and 5.03(f); and any initial filings with Governmental Authorities shall be made by Placer as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 days after the date hereof. Subject to applicable laws relating to the exchange of information, each party must promptly make all applications necessary of Placer and the Company shall have the right to satisfy review in advance, and to the Regulatory Conditions in a form agreed extent practicable each shall consult with the other on, all material written information submitted to any third party and/or any Governmental Authority in writing (acting reasonably) connection with the Merger and by the dates specified in the Timetable, and provide the other transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. Each party with a copy of those applications (provided hereto agrees that any commercially sensitive information may be redacted from the copy provided); (b) neither party may take any action for the purpose of deliberately hindering or preventing the satisfaction of a Regulatory Condition (provided that nothing in this paragraph will require either party to incur any additional costs (other than customary advisor costs and filing fees) or to offer, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must it shall consult with the other party in advance in relation hereto with respect to the obtaining of all material communications (whether written permits, consents, approvals and authorizations of all third parties and/or Governmental Authorities necessary or oral, advisable to consummate the transactions contemplated by this Agreement and whether direct or via a Representative) with any Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide each party shall keep the other party with drafts apprised of any the status of material written communications matters relating to be sent to a Government Agency completion of the transactions contemplated hereby (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by promptly furnishing the other party into account in good faith when making any amendments and, where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction of the Regulatory Conditions; (ii) provide with copies of any material written notices or other communications sent to received by Placer or received from a Government Agency to the other party promptly upon despatch or receipt (Company, as the case may be) (provided that , from any commercially sensitive information may be redacted from third party and/or Governmental Authority with respect to the copies providedMerger and other transactions contemplated by this Agreement);. (iiib) in the case of a material meeting or phone call with a Government Agency relating Each party agrees, upon request, to any approval or consent required to satisfy a Regulatory Condition, provide furnish the other party with the opportunity to participate all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in the meeting connection with any filing, notice or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the application made by or on behalf of such other party is kept reasonably apprised of material developments arising out of the separate meeting; or (B) in the case of an unscheduled in-bound call received by a to any third party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any fact or circumstances which will or is reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly and diligently progress the applications for satisfaction of the Regulatory Conditions (including by responding to queries in a fulsome and timely manner and in compliance with relevant timeframes) so as to expedite satisfaction of the Regulatory Conditionsand/or Governmental Authority.