Regulatory Matters and Approvals Clause Samples

Regulatory Matters and Approvals. Each of the Parties will (and Cornerstone will cause each of its Subsidiaries to) give any notices to, make any filings with, and use their reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in §3(d) and §4(d) above. Without limiting the generality of the foregoing:

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) give any notice to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing: (a) The Company will prepare and file with the SEC as soon as practicable after the date of this Agreement preliminary proxy materials under the Securities Exchange Act relating to the Special Meeting. The Company will use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will provide the Company with such information and assistance in connection with the foregoing filings that the Company may reasonably request or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. (c) Each of the Parties w...

Regulatory Matters and Approvals. Each of the Parties will cooperate and use Commercially Reasonable Efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Governmental Authorizations. Buyer shall file all requisite applications with the applicable Governmental Bodies no later than thirty (30) calendar days after the date of this Agreement (and shall use its Commercially Reasonable Efforts to file such applications not later than twenty (20) calendar days after the date of this Agreement); provided that Seller has supplied to Buyer all necessary Seller information required for such applications and Buyer shall have provided to Seller a copy of each such application (excluding confidential sections thereof) not less than three (3) Business Days prior to the date on which such application is to be filed. Buyer shall respond (and Seller shall assist Buyer in responding) to all requests for information from a Governmental Body in a timely manner and shall use their respective Commercially Reasonable Efforts to respond to any request within three (3) Business Days. Each of the Parties will (i) permit the other to review in advance and, to the extent practicable, will consult with the other Party on all characterizations of the information relating to the other Party which appear in any filing made with, or written materials submitted to, any Governmental Body in connection with the Acquisition; and (ii) consult with the other with respect to obtaining all Governmental Authorizations necessary or advisable to consummate the Acquisition (unless prohibited by the applicable Governmental Body) and will keep the other Party apprised of the status of matters relating to completion of the Acquisition. Each of the Parties will promptly furnish the other Party with copies of all written communications received by it, from, or delivered to, any Governmental Body in connection with and material to the Acquisition, except for any confidential portions thereof and shall update the other party on any non-written correspondence with Governmental Bodies relating to Governmental Authorizations.

Regulatory Matters and Approvals. Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 3(d) and Section 4(d) above.

Regulatory Matters and Approvals. Each of the Shareholder, the Company and the Buyer will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Sections 2.3(i), 3.5 and 4.5 above, respectively.

Regulatory Matters and Approvals. Each of the Parties will (and CRA will cause each of its Subsidiaries to) give any notices to, make any filings with, and use all commercially reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in ss.3(d) and ss.4(d) above. Without limiting the generality of the foregoing: (i) SECURITIES ACT, SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS. CRA will prepare and file with the SEC on or before March 31, 1997 or as soon as practicable thereafter preliminary proxy materials under the Securities Exchange Act relating to the CRA Stockholder Vote. SSI and the Merger Sub will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of the SSI Shares to be issued in connection with the Merger (the "REGISTRATION STATEMENT"). The filing Party in each instance will use all commercially reasonable best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable. Each of SSI and SRI will provide CRA, and CRA will provide each of SSI and SRI, with information and assistance necessary or desirable in connection with the preparation of the foregoing filings and any SEC filings or any offering memorandum or similar document by SSI or SRI in connection with the financing of the transactions contemplated hereby or any other required filing with the SEC that the filing Party reasonably may request (including, in the case of any financings by SSI or SRI, the preparation and delivery of financial statements or related disclosure, including but not limited to, pro forma financial data complying with the requirements of Regulation S-X of the Securities Act). Each of SSI and the Merger Sub will take all actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the SSI Shares. In addition to the foregoing, SSI shall continue to file periodic reports with the SEC under the Securities Exchange Act between the date of this Agreement and the Effective Time (the "SUBSEQUENT SSI EXCHANGE ACT REPORTS") and, in the event of an SSI Material Adverse Effect, such event will be adequately summarized in the Registration Statement or the Subsequent SSI Exchange Act Reports. (ii) CRA STOCKHOLDER VOTE. CRA will call a special...

Regulatory Matters and Approvals. (a) Each of Nash-Finch and Spartan Stores will (i) as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than seven Business Days following the execution and delivery of this Agreement, if required under applicable Law, file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required for the transactions contemplated by this Agreement and any information required to be provided therewith pursuant to the HSR Act, which forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) as promptly as practicable and before the expiration of any relevant legal deadline, file with any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws or any other applicable Laws. Each of Nash-Finch and Spartan Stores will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, any Other Antitrust Laws and any other applicable Laws. (b) Each of Nash-Finch and Spartan Stores will use its respective commercially reasonable efforts to obtain promptly any clearance required under the HSR Act, any Other Antitrust Laws and any other applicable Laws for the consummation of the transactions contemplated by this Agreement and will keep each other apprised of the status of any material communications with, and any reasonable inquiries or requests for additional information from, any Governmental Entity and will comply promptly with any such inquiry or request from any such Governmental Entity. (c) Subject to Section 6.5(a), each of Nash-Finch and Spartan Stores agrees to instruct their respective counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, any Other Antitrust Laws and any other applicable Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation will include causing its counsel (i) to inform promptly the other of any oral communication with, and provide (as permitted) copies of written communications (excluding competitively sensitive information) with, any Governmenta...

Regulatory Matters and Approvals. Each of the Parties will give any notices to, make any Filings with, and use commercially reasonable efforts to obtain any Required Consents and to comply any Legal Requirements associated with the consummation of the Contemplated Transactions, including obtaining any authorizations, consents, and approvals of Governmental Authorities and any consents or approvals referred to in Article III and Article V above, necessary to consummate the Contemplated Transactions in accordance with the Legal Requirements. In furtherance and not in limitation of the foregoing, each of the parties hereto will use all commercially reasonable efforts to (i) make or cause to be made the applications or Filings required to be made by Purchaser or the Company or any of their respective Subsidiaries with respect to any Legal Requirements or Required Consents, including any Filings with the FCC, any State PUC, or any municipal franchising authority necessary to obtain the Required Telecommunications Notices and Consents, (ii) provide such notices to other Persons, including customers of the Company, as shall be required to obtain the Required Telecommunications Notices and Consents or to consummate the Contemplated Transactions in accordance with the Legal Requirements, (iii) share equally as between Purchaser and the Company any fees and expenses in connection with the preparation, submission and prosecution of any notices, applications or Filings associated with the Required Telecommunications Notices and Consents, including all reasonably fees and expenses of counsel to the Company and (iv) comply as expeditiously as practicable with any request under or with respect to such Legal Requirements for additional information, documents or other materials received from any Governmental Authority, including the FCC or any State PUC or any municipal franchise authority in connection with such applications or Filings or the Contemplated Transactions. Each party hereto shall promptly inform the others of any communications from any Governmental Authority regarding any of the Contemplated Transactions or any of the Legal Requirements.

Regulatory Matters and Approvals. Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain requisite authorizations, consents, and approvals of governments and Governmental Authorities. Without limiting the generality of the foregoing: (1) Registration Statement on Form S-4. (A) Buyer agrees to prepare a registration statement on Form S-4 or other applicable form (the "Registration Statement"), to be filed by Buyer with the SEC in connection with the issuance of Buyer Common Stock in the Merger (including the joint proxy statement of Buyer and Target (the "Proxy Statement"), which also constitutes the prospectus of Buyer, and all other documents filed therewith or incorporated therein. Target shall furnish all information concerning itself as Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement. Target shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required or requested in connection with the Registration Statement and the Proxy Statement, and Target and its counsel will cooperate with and assist Buyer and its counsel in the preparation of the Proxy Statement. Target agrees to cooperate with Buyer and Buyer's counsel, financial advisor and accountants in requesting and obtaining appropriate opinions, consents and letters from its independent auditors in connection with the Registration Statement and the Proxy Statement. Provided that Target has cooperated as described above, Buyer agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable but in no event later than 60 days after the date hereof. Buyer agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. After the Registration Statement is declared effective under the Securities Act, Buyer and Target will each, at their own expense, promptly mail the Proxy Statement to their respective shareholders. (B) Each of Target and Buyer agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a ...