Regulatory Filings and Consents. From the date hereof until the Closing Date, each of the parties hereto shall furnish to the other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions to any governmental agency and Seller and Purchaser shall use their best efforts to obtain all Licenses and Required Consents from third parties necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Each party shall furnish to the other copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between Purchaser, Seller, or any of their respective Representatives and agents, on the one hand, and any government agency or authority or third party, on the other hand, with respect to this Agreement and the other Transaction Documents and transactions contemplated hereby and thereby.
Regulatory Filings and Consents. From the date hereof until the Closing:
Regulatory Filings and Consents. (a) The Company and the Purchaser acknowledge that one or more filings, notifications, expirations or terminations of waiting periods, waivers, authorizations, approvals, permits, consents, clearances, rulings, findings of suitability or orders under applicable Competition Laws or Gaming Laws may be necessary in connection with, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. The Purchaser will promptly notify the Company if any such filing, notification, expiration or termination of a waiting period, waiver, authorization, approval, permit, consent, clearance, ruling, finding of suitability or order is required in connection with any such exercise. To the extent requested by the Purchaser, the Company shall, and shall cause its Affiliates to use reasonable best efforts to obtain all consents, approvals, authorizations or waivers of Governmental Authorities necessary, proper or advisable to consummate the transactions contemplated hereby or by the Warrants (including the exercise of such Warrants) as soon as reasonably practicable; provided that, subject to the Company’s compliance with its obligations under this Agreement and the Warrants, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Affiliates to comply with any applicable Competition Law or Gaming Law or to obtain any required consents, expirations or terminations, waivers, authorizations, approvals, permits, consents, clearances, rulings, findings of suitability or orders. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser and its Affiliates beneficially owned only Warrants acquired under this Agreement (or Warrant Shares issued upon exercise of Warrants), the Purchaser shall be responsible for 100% of such filing fees).
Regulatory Filings and Consents. (a) Each of the parties hereto shall use commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things that are necessary, proper or advisable to obtain all consents and approvals required by such filings and submissions and to cause the applicable expiration or termination of any waiting periods or approvals contemplated by the HSR Act. Each of the parties hereto shall (i) make or cause to be made all filings and submissions required under the HSR Act no later than within five (5) Business Days after the date hereof and (ii) file or cause to be filed the declaration with the Committee on Foreign Investment in the United States (“CFIUS”) substantially in the form previously agreed by the parties on the date hereof (it being understood that Section 8 thereof is in final form). The Purchaser shall pay all filing fees for the filings and submissions by all parties required under the HSR Act applicable to the parties for the consummation of the transactions contemplated herein.
Regulatory Filings and Consents. Except for the consents, approvals, notifications, filings and registration set forth in Section 3.7 of the Company Disclosure Schedule or where the failure to obtain such consents and approvals or make such filings or registration does not or would not reasonably be expected to have a Material Adverse Effect on the Company, no consents or approvals of, notifications to, or filings or registrations with, (i) any court, administrative agency or commission or any other federal, state or local authority or instrumentality, domestic or foreign (collectively, "Governmental Authority"), (ii)(A) the National Association of Securities Dealers, Inc. ("NASD"), New York Stock Exchange ("NYSE"), the American Stock Exchange ("AMEX"), Chicago Board of Trade ("CBOT"), the Securities Investor Protection Corporation ("SIPC"), the Municipal Securities Rulemaking Board (the "MSRB") or (B) other commission, board, bureau, agency, or body that is not a Governmental Authority but is charged with the regulation and supervision or regulation of brokers, dealers, investment advisors, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies, investment advisors or lending or gaming activities and to the jurisdiction of which the Company or any of its Subsidiaries are subject (collectively, "Self-Regulatory Agencies") or (iii) pursuant to any applicable laws, regulation or orders are required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Company of this Agreement or to consummate the Merger.
Regulatory Filings and Consents. Except for the consents, approvals, notifications, filings and registration set forth in Section 4.7 of the Parent Disclosure Schedule or where the failure to obtain such consents and approvals or make such filings or registration does not or would not reasonably be expected to have a Material Adverse Effect on Parent, no consents or approvals of, notifications to, or filings or registrations with, (i) any Governmental Authority, (ii)(A) the NASD, the NYSE, the AMEX, the CBOT, the SIPC or the MSRB, or (B) any Self Regulatory Agency, or (iii) pursuant to any applicable laws, regulation or orders are required to be made or obtained by Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Parent of this Agreement or to consummate the Merger.
Regulatory Filings and Consents. (a) Each of the Buyer and the US Seller and their respective Affiliates, if applicable) shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions are required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other Antitrust Laws as soon as practicable after the date of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. In connection with any filings under the HSR Act, each of the Buyer and the US Seller shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is make under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to avoid any impediment to the consummation of the Transactions under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Person may assert under any applicable Antitrust Laws with respect to the Transactions.
Regulatory Filings and Consents. (a) No consents or approvals of, notifications to, or filings or registrations with, any court, administrative agency or commission or any other federal, state or local authority or instrumentality, domestic or foreign (collectively "Governmental Authority") or the National Association of Securities Dealers ("NASD"), New York Stock Exchange ("NYSE"), the American Stock Exchange ("AMEX"), Chicago Board of Trade ("CBOT"), the Securities Investor Protection Corporation ("SIPC"), or other commission, board, bureau, agency, or body that is not a Governmental Authority but is charged with supervision or regulation of brokers, dealers, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers, or to the jurisdiction of which any of the Companies or the Subsidiaries is otherwise subject (collectively "Self Regulatory Organization") are required to be made or obtained or obtained by the Companies or the Subsidiaries in connection with the execution, delivery or performance by the Companies of this Agreement or to consummate the Merger except for (i)the filing with the Securities and Exchange Commission ("the SEC") of an amendment of Forms BD and ADV of the applicable Companies and similar filings with, or consents of, various state and foreign Governmental Authorities; (ii)approvals and consents of the NYSE and NASD prior to the consummation of the Merger; (iii)approval of NYSE and other exchanges to the transfer of ownership of seats or memberships; (iv)any filings required by the Hart-Scott-Rodino Antitrust Improvements Act, as amended (the "HSX Xxx"); xxx (x)- the expiration of the applicable waiting periods; and (iv) filings of applications, notice and obtaining consents and approvals as disclosed in Schedule 3.5 of the Disclosure Schedule.
Regulatory Filings and Consents. Parent and the Company shall use their respective reasonable best efforts to cooperate with each other Party hereto, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement and to use their reasonable best efforts to cause the conditions to the other Party’s obligation to close the transactions contemplated hereby as set forth in Article VI to be satisfied. The Parties shall each promptly inform the other of any communication to or from any Governmental Entity relating to Antitrust Laws. The Parties shall each give the other reasonable advance notice of, and, to the extent reasonably practicable, the opportunity to participate in (directly or through its representatives) any meeting or conference (whether by telephone, video conference or in person) with, any Governmental Entity relating to Antitrust Laws, unless prohibited by Law, and shall cooperate with each other in responding to any request for information or documents from any Governmental Entity relating to Antitrust Laws.
Regulatory Filings and Consents. (a) From the date hereof, each of the parties hereto shall furnish to the other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions to any governmental agency.
