Common use of Antitrust Approval Clause in Contracts

Antitrust Approval. The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion of the Notes or exercise of the Warrants. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion of Notes or exercise of the Warrants held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes or Warrants outstanding and owned by Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes or exercise of the Warrants. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 2 contracts

Samples: Investment Agreement (Zuora Inc), Investment Agreement (Zuora Inc)

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Antitrust Approval. The Company and the Purchaser Investors acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of the shares of Company Common Stock upon conversion of the Notes or exercise of the WarrantsNew Notes. The Purchaser Each Investor will promptly notify the Company if any such filing is required on the part of the Purchasersuch Investor. To the extent reasonably requested, the Company, the Purchaser such Investor and any other applicable Investor Affiliate of the Purchaser will use reasonable best efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of the shares of Company Common Stock issued upon conversion of the New Notes or exercise of the Warrants held by the Purchaser such Investor or any Investor Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser such Investor or any of its Affiliates to comply with any applicable law. The Company and each Investor shall cooperate, provide all necessary information, and keep each other fully apprised with respect to such filing and regulatory processes. For as long as there are New Notes or Warrants outstanding and owned by Purchaser an Investor or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser Investors may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes or exercise of the WarrantsNew Notes. The Purchaser Each party shall be responsible for the payment of the filing fees associated and any other costs and expenses incurred by it in connection with any such applications or filingsfilings made by such party.

Appears in 1 contract

Samples: Exchange and Investment Agreement (Nikola Corp)

Antitrust Approval. The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of the Notes or exercise of the WarrantsNotes. The Each Purchaser will promptly notify the Company if any such filing is required on the part of the such Purchaser. To the extent reasonably requested, the Company, the such Purchaser and any other applicable Purchaser Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of Notes or exercise of the Warrants held by the such Purchaser or any Purchaser Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of such Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes or Warrants outstanding and owned by a Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser Purchasers may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes or exercise of the WarrantsNotes. The Except as provided in Section 6.06, each Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 1 contract

Samples: Investment Agreement (Global Payments Inc)

Antitrust Approval. The (a)The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Class A Common Stock upon conversion of the Notes or exercise of the WarrantsNotes. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements requirements, as applicable, in connection with the issuance of shares of Company Class A Common Stock upon conversion of Notes or exercise of the Warrants held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided provided, that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes or Warrants outstanding and owned by Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes or exercise of the WarrantsNotes. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 1 contract

Samples: Investment Agreement (Amc Entertainment Holdings, Inc.)

Antitrust Approval. The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of the Notes or exercise of the WarrantsNotes. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Purchaser Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of Notes or exercise of the Warrants held by the Purchaser or any Purchaser Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes or Warrants outstanding and owned by a Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes or exercise of Notes. Except as provided in Section 6.06, the Warrants. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 1 contract

Samples: Investment Agreement (Twitter, Inc.)

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Antitrust Approval. The Company and the Purchaser acknowledge that one or more filings under the HSR Act, Competition Act, Investment Canada Act or foreign other antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock Class A Shares upon conversion of the Notes or exercise of the WarrantsPreferred Shares and Alternative Preference Shares. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaserrequired. To the extent reasonably requested, requested the Company, the Purchaser Company and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act, Competition Act, Investment Canada Act or any foreign other antitrust requirements in connection with the issuance of shares of Company Common Stock Class A Shares upon conversion of Notes or exercise of the Warrants Preferred Shares and Alternative Preference Shares held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes or Warrants Preferred Shares and Alternative Preference Shares outstanding and owned by Purchaser or any of its Affiliatessuccessors or assigns that succeed to Purchaser’s rights hereunder, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser such Person may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes or exercise of the WarrantsPreferred Shares and Alternative Preference Shares. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 1 contract

Samples: Securities Purchase Agreement (MDC Partners Inc)

Antitrust Approval. The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of the Notes or exercise of the WarrantsNotes. The Each Purchaser will promptly notify the Company if any such filing is required on the part of the such Purchaser. To the extent reasonably requested, the Company, the such Purchaser and any other applicable Purchaser Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of Notes or exercise of the Warrants held by the such Purchaser or any Purchaser Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of such Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes or Warrants outstanding and owned by a Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser Purchasers may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes or exercise of the WarrantsNotes. The Except as provided in Section 6.06, each Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 1 contract

Samples: Investment Agreement (Splunk Inc)

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