Regulatory Approvals and Filings. Contracts, Commitments, etc. The Company has made or will, no later than ten business days after the date hereof, make available to Zions Bancorp or grant to Zions Bancorp continuing access until the Effective Date to originals or copies of the following documents relating to the Company and the Bank:
Regulatory Approvals and Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Company and Parent agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Authority; provided, that nothing contained herein shall be deemed to require Parent, or require or permit the Company, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.
Regulatory Approvals and Filings. Each Party covenants and agrees to use its best efforts to promptly prepare and file all necessary permits, consents, approvals, and authorizations, and make all filings, with all Governmental Entities and all other Persons necessary or advisable to consummate the Transactions. The Parties will cooperate with each other and their Representatives in the preparation of any documents or other materials that may be required by any Government Entity to consummate the Transaction.
Regulatory Approvals and Filings. The parties shall have made all material filings and submissions with, and obtained all material authorizations, approvals, consents, qualifications, orders and waivers from, all Governmental Authorities necessary to be obtained in order to effect the Closing (or Subsequent Closing), if any.
Regulatory Approvals and Filings. Purchaser will (i) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals, authorizations and clearances of governmental and regulatory authorities required of it to consummate the transactions contemplated hereby, including without limitation the Texas Department of Insurance and, if required in connection with the acquisition of Imperial Plan, appropriate bank regulatory authorities, (ii) provide such other information and communications to such governmental and regulatory authorities as Sellers or such authorities may reasonably request, (iii) cooperate with Sellers in obtaining, as soon as practicable, all approvals, authorizations and clearances of governmental and regulatory authorities required of Sellers to consummate the transactions contemplated hereby and (iv) satisfy all filing requirements of Purchaser required with respect to the purchase and sale contemplated by this Agreement under the Securities Exchange Act of 1934 and applicable state securities laws.
Regulatory Approvals and Filings. The Company shall not be under any obligation to complete the transactions contemplated under this Agreement unless and until the Company or the Augusta Group, as the case may be, shall have made all filings and registrations with and obtained all approvals from all federal and state bank regulatory agencies respecting the transactions contemplated herein which approvals shall be in full force and effect and all waiting periods required by law shall have expired. In addition, if the Company or the Augusta Group shall have received notification from any state or federal bank regulatory agency which in the reasonable judgment of the Company is materially adverse to the transactions contemplated herein and which requires the Company to undertake to make any filing or to take other measures which are unduly onerous to the Company, the Company shall not be under any obligation to complete that transaction contemplated by this Agreement.
Regulatory Approvals and Filings. Pinnacle shall not be under any obligation to complete the transactions contemplated under this Agreement unless and until Pinnacle or the Augusta Group (as set forth in Section 4.1) shall have made all filings and registrations with and obtained all approvals from all federal and state bank regulatory agencies respecting the transactions contemplated herein which approvals shall be in full force and effect and all waiting periods required by law shall have expired. In addition, if Pinnacle or the Augusta Group shall have received notification from any state or federal bank regulatory agency which in the reasonable judgment of Pinnacle is materially adverse to the transactions contemplated herein and which requires Pinnacle to undertake to make any filing or to take other measures which are unduly onerous to Pinnacle, Pinnacle shall not be under any obligation to complete that transaction contemplated by this Agreement.
Regulatory Approvals and Filings. Lotus shall apply for, obtain and maintain all regulatory approvals from Regulatory Authorities in the Territory, and comply with all Legal Requirements with respect to the Product necessary for Lotus to sell the Products in the Territory necessary to support Lotus’ drug applications in the Territory and otherwise necessary to allow Lotus to perform its obligations, and exercise its license rights, under this Agreement. Lotus shall use commercial reasonable efforts: (i) at Lotus’ own expense and sole responsibility, Lotus shall import API or drug substance and drug product from the contract manufacturer organization(s) and conduct all necessary analytical testing(s) or pre-clinical studies in the Territory for regulatory approvals; (ii) Lotus shall be solely responsible, at Lotus’ own expense, for the import of the API and drug product for local clinical studies in the Territory; and (iii) Lotus has and assumes full financial and operational responsibility for the Product development (pre-clinical and clinical), registration and filing, and for obtaining any and all required approvals anywhere in the Territory. Unicycive shall provide documents not included in the US Dossier but available at the site, free of charge, including 3 batches of Process Validation of the Product, API DMF, GMP documents and GCP documents required for registration in the Territory. Lotus will bear the translation cost if those documents are not available in English.
Regulatory Approvals and Filings. The proposed Merger may not be consummated until the OCC has approved the Merger by appropriate order, and the appropriate filing requirements have been satisfied. FSB and FSC shall immediately proceed to file an application with the OCC seeking approval of the transactions contemplated hereby, a copy of which shall be submitted to the Utah Department of Financial Institutions, if applicable or if required, and FSB, FSC and FSC Sub shall otherwise comply with all other federal and state laws regulating this transaction.
Regulatory Approvals and Filings. NSMY agrees to obtain, or cause to be obtained, at its sole cost and expense, any governmental approval and make, or cause to be made, any filings or notifications required under all applicable laws, regulations and ordinances of the Territory to enable this Agreement to become effective or to enable any payment pursuant to the provisions of this Agreement to be made. NSMY agrees to keep NSI informed of the progress in obtaining all such government approvals. NSMY agrees to cooperate with NSI and to take such actions as NSI shall reasonably request in order to obtain such approvals.
