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. 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 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 held by the Purchaser or any Purchaser Affiliate in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding 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 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. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 4 contracts

Samples: Investment Agreement, Investment Agreement (Groupon, Inc.), Investment Agreement (Symantec Corp)

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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. 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 Affiliate 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 held by the Purchaser or any Affiliate of the Purchaser Affiliate 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 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. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 3 contracts

Samples: Investment Agreement (Cornerstone OnDemand Inc), Investment Agreement (Cornerstone OnDemand Inc), Investment Agreement (Cornerstone OnDemand Inc)

Antitrust Approval. The Company and the Purchaser Purchasers 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 Notesconversion. 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 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 shares of Company Common Stock upon conversion of Notes held by the such Purchaser or any Purchaser Affiliate 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. The Company and each Purchaser 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 Notes 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. 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 3 contracts

Samples: Investment Agreement (View, Inc.), Investment Agreement (Nikola Corp), Investment Agreement (ChargePoint Holdings, Inc.)

Antitrust Approval. The Company and the Purchaser Purchasers 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 exercise of the NotesSecurities. 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 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 shares of Company Common Stock upon conversion or exercise of Notes the Securities held by the such Purchaser or any Purchaser Affiliate 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. The Company and each Purchaser 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 Notes Securities 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 or exercise of the NotesSecurities. 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 3 contracts

Samples: Investment Agreement (Owlet, Inc.), Investment Agreement (Owlet, Inc.), Investment Agreement (Owlet, 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 of the Notes. 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 The Company, the Purchaser and any other applicable Purchaser Affiliate 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 shares of Company Common Stock upon conversion of Notes held by the Purchaser or any Purchaser Affiliate 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 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. Promptly upon request by the Purchaser, the Company will use reasonable best efforts to make all such filings and obtain all approvals and clearances as required under applicable antitrust laws in connection with the issuance of the shares of Company Common Stock and investment in the shares of Company Common Stock upon conversion of the Notes. The Company and Purchaser will cooperate, provide all necessary information, and keep each other fully apprised with respect to such filing and regulatory processes. 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 (Eos Energy Enterprises, Inc.), Investment Agreement (ExlService Holdings, Inc.)

Antitrust Approval. The Company and the Purchaser Purchasers 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. 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 each Purchaser and any other applicable Affiliate of such Purchaser Affiliate 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 held by the such Purchaser or any Affiliate of such Purchaser Affiliate 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 a Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes 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 such Purchasers may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. The 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 (Symantec Corp)

Antitrust Approval. The Company and the Purchaser Purchasers 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. The Purchaser Purchasers 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 Purchaser Purchasers and any other applicable Purchaser Affiliate 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 held by the Purchaser Purchasers or any Purchaser Affiliate in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser the Purchasers or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by Purchaser Purchasers or its their 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. The Purchaser Purchasers shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 1 contract

Samples: Investment Agreement (Solarcity Corp)

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Antitrust Approval. The Company and the each 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 the Securities and the Ordinary Shares upon conversion of the NotesSecurities. 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 each Purchaser and any other applicable Affiliate of such Purchaser Affiliate 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 the Securities and the Ordinary Shares upon conversion of Notes the Securities held by the each Purchaser or any Purchaser Affiliate in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of any Purchaser or any of its their respective Affiliates to comply with any applicable law. For as long as there are Notes Securities outstanding and owned by any Purchaser or its their respective 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 any such Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the NotesSecurities. The Except as set forth in Section 8.8, each Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Appears in 1 contract

Samples: Purchase Agreement (Cazoo Group LTD)

Antitrust Approval. The Company and the Purchaser Purchasers 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 Shares upon conversion of the Notes. 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 each Purchaser and any other applicable Affiliate of such Purchaser Affiliate 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 Class A Common Stock Shares upon conversion of Notes held by the such Purchaser or any Affiliate of such Purchaser Affiliate 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 a Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by a Purchaser or its Affiliates, the Company shall shall, subject to the Purchasers entering into a non-disclosure agreement with the Company (in form and substance reasonably satisfactory to the Company and the Purchasers) and as promptly as reasonably practicable practicable, provide (no more than four two (42) times per calendar year) such information regarding the Company and its Subsidiaries subsidiaries as the Purchaser such Purchasers may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. The Each Purchaser shall be responsible for the payment of the filing fees and any other costs and expenses associated with any such applications or filings.

Appears in 1 contract

Samples: Investment Agreement (Oscar Health, Inc.)

Antitrust Approval. (a) The Company and the each 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 NotesShares (“Required Antitrust Approvals”). 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 requestedrequested by a Purchaser, the Company, the Purchaser and any other applicable Purchaser Affiliate Company will use its reasonable best efforts to cooperate in a timely manner 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 Shares held by the such Purchaser or any Affiliate of such Purchaser Affiliate in a timely manner and as required by the law of the applicable jurisdictionmanner; provided thatprovided, that notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of any Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes Shares 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 such Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the NotesShares. The Each Purchaser shall be responsible for the payment of the all filing and other fees associated with any such applications or filings. Each Purchaser shall have the right to seek the Required Antitrust Approvals at such time as may be determined by such Purchaser. For the avoidance of doubt, no Purchaser shall be required under any circumstances to agree to any conditions, make any concessions or take any similar action in order to obtain the Required Antitrust Approvals in connection with the Transactions.

Appears in 1 contract

Samples: Investment Agreement (Bright Health Group Inc.)

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