Regulatory Efforts Clause Samples
The Regulatory Efforts clause requires parties to take reasonable actions to comply with applicable laws, regulations, or government requirements relevant to the agreement. In practice, this may involve obtaining necessary permits, making required filings, or adjusting business practices to meet new regulatory standards. Its core function is to ensure that both parties remain in legal compliance throughout the contract term, thereby reducing the risk of regulatory violations and associated penalties.
POPULAR SAMPLE Copied 2 times
Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization or division...
Regulatory Efforts. (a) If any Governmental Entity asserts any objections under any antitrust, energy or other regulatory law or regulation with respect to the Transaction in connection with Specified Regulatory Clearances (as defined in the Merger Agreement) that are conditions precedent under the Merger Agreement to the Closing and such objections relate to the activities or investments of an Investor Member or such Investor Member’s affiliated funds, such Investor Member will use its reasonable best efforts to take such actions that are within its power and authority as may be necessary to resolve such objections with respect to the Transaction so as to enable the Closing to occur no later than the earlier of (x) the End Date (as defined in the Merger Agreement) and (y) the date all other conditions to Closing have been satisfied (or, if later, 90 days after the date hereof).
(b) No Member shall commit to take any actions or positions on behalf of the Company with respect to obtaining a clearance or approval from any Governmental Entity for the Transaction without the approval of the Majority Equity. All Members shall make reasonable best efforts to give each Member the opportunity to participate in making any decisions as to actions or positions the Company will take with respect to obtaining a clearance or approval from any Governmental Entity for the Transaction.
(c) Subject to applicable law, no Member shall, and the Company will not, commit to take any actions or positions on behalf of any other Members in connection with obtaining regulatory clearances without such Member’s prior consent.
Regulatory Efforts. (a) The Company and the Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to) cooperate and consult with each other in connection with the making of all filings, notices, applications, or other actions and each, upon request by the other, shall furnish the other with all information concerning itself, its directors, officers, stockholders, general partners, limited partners and investment funds, and shall use reasonable best efforts to furnish the other with any information concerning its Affiliates and, in the case of the Buyer, Portfolio Companies, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice, application or other action made by or on behalf of the Buyer, the Company or any of their respective Affiliates or Portfolio Companies (as applicable) to any Governmental Authority in connection with the Transactions. Subject to applicable Law relating to the exchange of information, the Company and Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to) permit, counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any material proposed notifications or filings and any material written communications or submissions to any Governmental Authority; provided, however, that materials may be redacted as necessary (i) to comply with contractual agreements, and (ii) to address reasonable privilege or confidentiality concerns.
(b) The Company and the Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to) prepare and file as promptly as reasonably practicable all documentation to effect all necessary or advisable notices, reports and other filings and to obtain as promptly as practicable all consents, clearances, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions. Without limiting the foregoing, each of the Company and Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies...
Regulatory Efforts. Subject in all cases to Section 5.3(c) (and all limitations set forth therein) and Section 5.3(e), each of the Company and Parent agrees to:
Regulatory Efforts. The Company hereby waives the covenants, agreements, and obligations of Parent set forth in Section 7.6 of the Merger Agreement (including Sections 7.6(b)(vi) and 7.6(b)(vii) of the Merger Agreement) to the extent they would obligate Parent to proffer or effect any sale, divestiture, lease, license, disposal or holding separate or other similar arrangement with respect to, or other disposition of or restriction on, of any assets, operations, rights, product lines, licenses, businesses or interests therein of the Company, Parent or any of their respective Subsidiaries, other than the proposed divestiture of the Company’s claims editing business.
Regulatory Efforts. The Purchaser, on the one hand, and the Issuer and APLD, on the other hand, shall, at its sole cost and expense, use their respective reasonable best efforts to (i) take (or cause to be taken) all actions; (ii) do (or cause to be done) all things; and (iii) assist and cooperate with the other Parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable pursuant to applicable Law or otherwise to consummate and make effective, as promptly as reasonably practicable, the Transactions, including by (I) obtaining all Consents, waivers, approvals, orders and authorizations from Governmental Authorities; and (II) making all registrations, declarations and filings with Governmental Authorities, in each case that are necessary or advisable to consummate the Transactions; provided, that, notwithstanding anything in this Section 5.4 or any other provision of this Agreement, nothing in this Agreement (including this Section 5.4) will require the Purchaser or any of its Related Party Transferees to effect, agree to or otherwise be required to, take any Regulatory Remedy with respect to any Person (including MGL and any Investment Funds or Fund Vehicles affiliated with, or managed or advised by, MGL, any investment, or any portfolio company (as such term is commonly understood in the private equity industry) or investment of MGL or of any such Investment Fund or Fund Vehicle), after taking effect of or as a condition to consummating the Transactions.
Regulatory Efforts. As soon as reasonably practicable, and in any event within five (5) Business Days after the date hereof, the Company and Subscriber shall each file, or shall cause to be filed, with the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice Notification and Report Forms under the HSR Act relating to the Subscription. The Company and Subscriber shall use their respective reasonable best efforts to take, or cause to be taken, and to cause their respective affiliates, directors, executive officers and other representatives to take, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the Subscription as soon as reasonably practicable, including (i) obtaining all necessary actions or non-actions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods (collectively, “Authorizations”) from governmental authorities and making all necessary registrations and filings and taking all steps as may be reasonably necessary to obtain any such Authorization by or from, or to avoid an action or proceeding by, any governmental authority in connection with any applicable law; and (ii) executing and delivering any additional instruments necessary to consummate the Subscription.
Regulatory Efforts. Upon reasonable request from Parent or the Lead Investor, as applicable, each Investor shall reasonably cooperate and work in good faith to supply and provide all information (which information shall be accurate and complete in all material respects) required in connection with any filings or notifications made to or with any Governmental Authority in connection with the Transaction, the Merger Agreement and any related agreements.
Regulatory Efforts. (a) The Company and the Investor shall each use its reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Conversion Transactions. As promptly as practicable (and no later than five (5) Business Days) after the date of this Agreement, each of the Company and the Investor (i) will file with the U.S. Department of Justice and the U.S. Federal Trade Commission premerger notification and report forms under and in compliance with the HSR Act with respect to the Conversion Transactions in the manner determined by counsel to the Investor in consultation with counsel to the Company (the “HSR Act Filings”). The parties shall cooperate in the timely preparation and submission of the HSR Act Filings, including furnishing to the other party or its counsel information required for any necessary filing or other application in connection with the Conversion Transactions.
(b) Each of the Company and the Investor hereby covenants and agrees to use its reasonable best efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the Conversion Transactions. The parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by any governmental authority relating to their respective HSR Act Filings or the Conversion Transactions. Without limiting the foregoing, each party shall, subject to applicable law, rule or regulation (including that of a national securities exchange or self-regulatory organization), (i) promptly inform the other party of any written or oral communication received from any governmental authority relating to its HSR Act Filing or the transactions contemplated hereby (and if in writing, furnish counsel to the other party with a copy of such communication); (ii) use its reasonable best efforts to respond as promptly as practicable to any request from any governmental authority for information, documents or other materials in connection with the review of the HSR Filings or the Conversion Transactions; (iii) provide to counsel for the other party, and permit counsel for the other party to review and comment in advance of submission, all proposed correspondence, filings and written communications to any governmental...
Regulatory Efforts. Spectranetics will provide KNC with such regulatory support relating to the FDA Approval of the Products as reasonably necessary. The parties acknowledge that in connection with the FDA Approval of the Products, each of the parties may need access to certain Confidential Information of the other party that will be subject to the confidentiality provisions set forth in Section 8. Each party agrees to notify the other promptly of any factor, occurrence, or event coming to its attention that may affect that party’s ability to meet the requirements of the Development Plan or the Development Program generally, or that is likely to cause any material delay in the Approvals or the CE Marking.