Required Approvals; Consents Sample Clauses

Required Approvals; Consents. (a) As promptly as practicable after the date of this Agreement, Sellers will, and will cause each Acquired Company to, make all filings required by Law to be made by them in order to consummate the Contemplated Transactions except for filings to be made pursuant to Section 6.10 and Section 6.14 which shall be governed by those sections. Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to, (i) cooperate with Buyer with respect to all filings that Buyer makes pursuant to Section 6.4(b), and (ii) cooperate with Buyer in obtaining and use its commercially reasonable efforts to secure all Consents and Governmental Approvals required as a result of the Contemplated Transactions identified in Schedule 3.6 and Schedule 3.7 provided that Seller’s commercially reasonable efforts shall not include making any cash payments to any party from which a consent is sought other than the Consent Fees.
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Required Approvals; Consents. (1) ANTHEM and/or SELLER shall (i) take all reasonable steps necessary or appropriate to obtain, as promptly as possible, all REQUIRED APPROVALS required of it, (ii) cooperate reasonably, and shall cause each of the SUBSIDIARIES to cooperate reasonably, with PURCHASER in obtaining all REQUIRED APPROVALS required of PURCHASER, and (iii) provide such information and communications to governmental and regulatory authorities as they or PURCHASER reasonably request in connection with obtaining any REQUIRED APPROVAL.
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Required Approvals; Consents. (a) Subject to Section 7.4, Sellers and Purchaser shall each use their commercially reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transaction contemplated by this Agreement, including using all commercially reasonable best efforts to obtain all necessary waivers, consents, and approvals, and/or submitting any necessary notices, including those required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (the “HSR Act”) and applicable foreign antitrust Laws. Without limiting the foregoing, each Seller and Purchaser agrees (i) to submit the required HSR Act filing within the tenth (10th) business day after the date of this Agreement and to submit promptly thereafter any filings required by antitrust regulations of other jurisdictions including foreign countries; (ii) to use commercially reasonable best efforts to comply as expeditiously as possible with all lawful requests of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or other governmental competition authorities (the “Antitrust Agencies”) for additional information or documents; (iii) to use commercially reasonable best efforts to cause the expeditious termination of the HSR Act waiting period; (iv) to inform promptly the other parties of any material communications from any Antitrust Agency regarding the transaction contemplated by this Agreement and provide copies to the other party of all correspondence with any Antitrust Agency relating to this Agreement; (v) and to provide promptly to the other parties such information as the other parties may reasonably request in order to enable them to prepare the filings, reports, documents and other materials referred to in this section. Purchaser shall timely pay all fees in connection with any filings with Antitrust Agencies.
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Required Approvals; Consents. Between the date of this Agreement and the Closing Date, Buyer will cooperate with Seller with respect to Seller's prompt filing of a motion for approval and/or Seller's filing for the obtaining of a District Court Order in connection with the Contemplated Transaction. Upon request, Buyer will assist Seller to obtain the consents of third parties to the Contemplated Transactions which it must obtain, including the consent to the assignment of the Assumed Contracts and the Assumed Leases.
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Required Approvals; Consents. Except as set forth herein, beginning on the date of this Agreement, each party shall, and shall cause its applicable Affiliates to, (a) promptly (in any event, no later than five (5) Business Days after the date of this Agreement) make, or cause to be made, all filings, submissions and/or notifications required by Legal Requirements to be made by them (or their applicable Affiliates) to consummate the Contemplated Transactions, (b) cooperate with the other party with respect to all filings, submissions and/or notifications that the other party and its applicable Affiliates are required by Legal Requirements to make in connection with the Contemplated Transactions, (c) use their commercially reasonable efforts to obtain any waiver, authorization, clearance, Consent, or approval required to be obtained from any Governmental Body, and to make any 39 further filings, submissions and/or notifications pursuant thereto that may be necessary, proper or advisable, (d) cooperate with the other party and its applicable Affiliates in obtaining the Consents identified in Schedule 3.1(d) of Seller's Disclosure Schedules and the Consents identified in Schedule 4.1(d) of Buyer's Disclosure Schedules, (e) promptly respond to all communications from a Governmental Body with respect to such Consents, filings, submissions or notifications, after consultation with the other party and (f) pursue all available appeals or other permissible actions necessary to reach final resolution with respect to such Consents; provided, however, notwithstanding the foregoing, nothing in this Agreement shall be construed to require Seller or any of its Affiliates to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any assets, licenses, operations, rights, product lines, businesses or interest therein of Seller or any of its Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by such parties of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement to take any of the foregoing actions) to eliminate any legal impediment arising from the antitrust or competition laws of any jurisdiction, to obtain Consent or non-opposition to the transaction from the relevant Governmental Bodies or to perm...
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Required Approvals; Consents. (a) As promptly as practicable after the date of this Agreement, the Seller Parties shall (i) make all filings required by Laws to be made by them in order to consummate the Subject Transactions, and (ii) give all notices and use Best Efforts to obtain all consents (provided, however, that nothing in this Agreement will require any of the Seller Parties to pay any amounts or other consideration to such Persons in exchange for the provision of such consents), as applicable, from the Persons set forth on Schedule 2.06(a)(xv). Between the date of this Agreement and the Closing Date, the Seller Parties shall cooperate with Buyer with respect to all filings that Buyer elects to make or is required by Laws to make in connection with the Subject Transactions.
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Required Approvals; Consents 
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Related to Required Approvals; Consents

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the shareholders of the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken.

  • Required Approvals For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:

  • Approvals; Consents Use its best efforts to obtain in writing as promptly as possible any approvals and consents as required to be obtained by Purchaser in order to effectuate the transactions contemplated hereby and deliver to Purchaser copies of such approvals and consents. Accordingly, Purchaser take all reasonable action to obtain the necessary licenses to operate the Facility from the Department of Welfare and the Department of Health, as applicable, including:

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Required Approval Any indemnification under this Article shall be made by the Trust if authorized in the specific case on a determination that indemnification of the Agent is proper in the circumstances by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Agent was not liable by reason of Disqualifying Conduct (including, but not limited to, dismissal of either a court action or an administrative proceeding against the Agent for insufficiency of evidence of any Disqualifying Conduct) or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Agent was not liable by reason of Disqualifying Conduct, by (1) the vote of a majority of a quorum of the Trustees who are not (x) “interested persons” of the Trust as defined in Section 2(a)(19) of the 1940 Act, (y) parties to the proceeding, or (z) parties who have any economic or other interest in connection with such specific case (the “disinterested, non-party Trustees”); or (2) by independent legal counsel in a written opinion.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • Filings, Consents and Approvals The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

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