Common use of Regulatory and Other Authorizations; Notices and Consents Clause in Contracts

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller shall use its reasonable efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) The Seller shall or shall cause the Subsidiaries to give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary or the Business.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller Each Warrantor shall use its reasonable best efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement and the Ancillary Agreements other Transaction Documents and will cooperate fully with the Purchaser Buyer in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each Warrantor shall, both prior to and following the Closing, take such actions and make such filings as are necessary to comply with the rules and regulations of the State Administration of Foreign Exchange of the PRC (“SAFE”). (b) The Seller Each Warrantor shall or shall cause the Subsidiaries to give promptly such notices to third parties and use its or their reasonable best efforts to obtain such third party consents and estoppel certificates as the Purchaser Buyer may in its sole reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this AgreementAgreement or the other Transaction Documents. (c) The Purchaser Buyer shall cooperate and use all reasonable its best efforts to assist the Seller Warrantors in giving such notices and obtaining such consents and estoppel certificates; PROVIDEDprovided, HOWEVERhowever, that the Purchaser Buyer shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser Buyer in its sole discretion may deem adverse to the interests of Buyer or any member of the Purchaser, the Seller, any Subsidiary or the BusinessCompany Group.

Regulatory and Other Authorizations; Notices and Consents. Upon the terms and subject to the conditions hereof, each of the parties hereto shall (a) The Seller shall use its all commercially reasonable efforts to obtain (take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, Merger and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) The Seller shall or shall cause the Subsidiaries to give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the other transactions contemplated by this Agreement. , (b) use all commercially reasonable efforts to obtain from Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Purchaser or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (c) The Purchaser shall cooperate and use all commercially reasonable efforts to assist make all necessary filings, and thereafter make any other required submissions with respect to this Agreement, the Seller in giving such notices Merger and obtaining such consents the other transactions contemplated by this Agreement required under the HSR Act (including a joint request for early termination) and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser any other applicable Law. The parties hereto shall have no obligation to give any guarantee or cooperate with each other consideration of any nature in connection with any the making of all such notice, consent or estoppel certificate or to consent to any change in filings and the terms of any agreement or arrangement which Company and Purchaser shall equally share the Purchaser in its sole discretion may deem adverse to filing fees incurred under the interests of the Purchaser, the Seller, any Subsidiary or the BusinessHSR Act.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller Each of Zoi, the Company, Merger Sub and CET-Nevada shall use its take all reasonable efforts actions necessary or desirable to obtain (or cause their Subsidiaries, as the Subsidiaries case may be, to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the Purchaser each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and to supply, as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. The Company shall use its best efforts to take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of Company Common Stock in connection with the Merger. Zoi shall use its commercially reasonable best efforts to assist the Company as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Company Common Stock in connection with the Merger. (b) The Seller shall or Each of Zoi and the Company shall, and shall cause their Subsidiaries, as the Subsidiaries to case may be, to, give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem be reasonably necessary or desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary or the Business.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller Gentek Holdings and Gentek shall each, and the Sellers shall cause each of Gentek Holdings and Gentek to, use its commercially reasonable efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance consummation of its obligations pursuant to, the transactions contemplated by this Agreement and the Ancillary Agreements and will shall cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly after the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. (b) The Seller Gentek Holdings and Gentek shall or shall cause the Subsidiaries to each give promptly such notices to third parties and use its or their commercially reasonable efforts to obtain such third party consents and estoppel certificates as necessary to consummate the Purchaser may in its sole discretion deem necessary or desirable in connection with Restructuring and the transactions contemplated by this Agreement. (c) The hereby as Purchaser may reasonably request. Purchaser shall cooperate and use all commercially reasonable efforts to assist the Seller Gentek Holdings or Gentek in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary or the Business.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller and the Purchaser shall use its all reasonable efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its their execution and delivery of, and the performance of its their respective obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully Escrow Agreement. Each party hereto agrees to make an appropriate filing pursuant to the HSR Act, if required, with respect to the conversion of the Shares at such times as the Purchaser in may request and to supply as promptly seeking as practicable to obtain all such authorizations, consents, orders the appropriate Governmental Authorities any additional information and approvalsdocumentary material that may be requested pursuant to the HSR Act. (b) The Seller shall or shall cause the Subsidiaries to give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem are necessary or desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificatesconsents; PROVIDEDprovided, HOWEVERhowever, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, notice or consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole and absolute discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary or the Business.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller shall use its reasonable efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) The Seller shall or shall cause the Subsidiaries to give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDEDprovided, HOWEVERhowever, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary or the Business.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller shall use its reasonable best efforts to obtain (or cause the Subsidiaries Company to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) The Seller shall or shall cause the Subsidiaries Company to give promptly such notices to third parties and use its or their reasonable best efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDEDprovided, HOWEVERhowever, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary Purchaser or the BusinessCompany.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller and the Purchaser shall use its all reasonable efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals Approvals of all Governmental Authorities and officials that may be or become necessary for its each of them to obtain for their execution and delivery of, and the performance of its their respective obligations pursuant to, this Agreement Agreement. Each party hereto agrees to make an appropriate filing pursuant to the HSR Act, if required, with respect to the conversion of the Shares and the Ancillary Agreements and will cooperate fully any shares of Common Stock issued as dividends with respect thereto at such times as the Purchaser in may request and to supply as promptly seeking as practicable to obtain all such authorizations, consents, orders the appropriate Governmental Authorities any additional information and approvalsdocumentary material that may be requested pursuant to the HSR Act. (b) The Seller shall or shall cause the Subsidiaries to give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem are necessary or desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificatesconsents; PROVIDEDprovided, HOWEVERhowever, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, notice or consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole and absolute discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary or the Business.