Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. (a) After the date hereof, Parent and the Company will each make in timely fashion all such filings as necessary or Parent deems desirable in connection with the transactions contemplated hereby under applicable Antitrust Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Authority designated by Law to receive such filings. Parent shall pay all filing fees in connection with the Antitrust Filings. (b) As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the Antitrust Filings, Parent, the Company or the Principal Stockholders, as the case may be, shall use their commercially reasonable efforts to comply with such request. The Company, Principal Stockholders and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the Antitrust Filings. The Company, Principal Stockholders and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Authority relating to its Antitrust Filing. The Company, Principal Stockholders and Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Authority relating to the Antitrust Filings. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require Parent, in order to obtain the consent or successful termination of any review of any Governmental Authority regarding the transactions contemplated hereby, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Parent or any of its Affiliates (or to consent to any sale, or agreement to sell, by Parent of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent of any assets or businesses, or (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the transactions contemplated hereby. (d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the transaction contemplated hereby, to take any of the actions set forth in Section 8.5(c) or if such consent or successful termination has not been obtained within 60 days following the date of Parent filing its Antitrust Filing under any applicable Antitrust Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the transactions contemplated hereby, notwithstanding this Section 8.5. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Stockholder Representative and then Parent or the Stockholder Representative shall have the right to terminate this Agreement in accordance with Section 9.1(g).

Antitrust Filings. In connection with and without limiting the foregoing clause (a), the Company and Parent shall (1) After duly file with the date hereof, Parent United States Federal Trade Commission (the “FTC”) and the Company will each Antitrust Division of the United States Department of Justice (the “Antitrust Division”) a notification and report form (the “HSR Filing”) under the HSR Act if required by applicable law and (2) duly make in timely fashion all such notifications and other filings as necessary if required under any other applicable competition, merger control, antitrust or Parent deems desirable in connection similar law (together with the transactions contemplated hereby under applicable Antitrust Laws (collectivelyHSR Filing, the “Antitrust Filings”) ), in each case with respect to the appropriate Governmental Authority designated by Law to receive such filings. Parent shall pay all filing fees in connection with the Antitrust Filings. (b) As Transactions and as promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the practicable. The Antitrust Filings, Parentif any, shall be prepared and made in substantial compliance with the Company requirements of the HSR Act or the Principal Stockholdersother laws, as applicable. For the case may be, shall use their commercially reasonable efforts to comply with such request. The Company, Principal Stockholders avoidance of doubt and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the Antitrust Filings. The Company, Principal Stockholders and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Authority relating to its Antitrust Filing. The Company, Principal Stockholders and Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Authority relating to the Antitrust Filings. (c) Notwithstanding notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement Parent and its Subsidiaries shall require or be construed commit to require Parentany and all divestitures, in order to obtain the consent or successful termination of any review of any Governmental Authority regarding the transactions contemplated hereby, to (i) sell licenses or hold separate, separate or agree similar arrangements with respect to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businessesconduct of business arrangements (whether in respect of the Company, of Parent or any of its Affiliates (or their respective Subsidiaries) as a condition to consent to obtaining any sale, or agreement to sell, by Parent of and all approvals from any assets or businesses, or Governmental Authority for any interests in any assets or businesses), or any change in or restriction on the operation by Parent of any assets or businesses, or (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the transactions contemplated hereby. (d) In the event that Parent is required, reason in order to obtain consummate and make effective, as promptly as practicable prior to the Termination Date, the Transactions to be performed or consummated by Parent and its Subsidiaries hereunder, including taking any and all actions necessary in order to ensure that (A) no requirement for non-action, a waiver, consent or successful termination approval of the FTC, the Antitrust Division, any review under State Attorney General or other Governmental Authority, (B) no decree, judgment, injunction, temporary restraining order or any Law regarding other order in any suit or proceeding (whether brought, sought or obtained by a private party or a Governmental Authority) and (C) no other matter relating to any antitrust or competition law or regulation, in each case, would preclude or restrict consummation of the transaction contemplated herebyTransactions by the Termination Date. No Party shall, to take nor shall it permit any of its Subsidiaries to, acquire or agree to acquire any business, Person or division thereof, or otherwise acquire or agree to acquire any assets, if the actions set forth in Section 8.5(c) entering into of a definitive agreement relating to or if the consummation of such acquisition would reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval, consent or successful termination has not been obtained within 60 days following the date of Parent filing its Antitrust Filing under waiver from any applicable Antitrust Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the transactions contemplated hereby, notwithstanding this Section 8.5. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment Governmental Authority with respect to the Stockholder Representative and then Parent or the Stockholder Representative shall have the right to terminate this Agreement in accordance with Section 9.1(g)Transactions.

Antitrust Filings. (a) After the date hereof, Parent and the Company will each make in timely fashion make, or cause its Affiliates to make, no later than five (5) Business Days after the date of this Agreement all filings required under the HSR Act and such other filings as Parent deems necessary or Parent deems desirable in connection with the transactions contemplated hereby Merger under other applicable Antitrust antitrust or competition Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Authority Entity designated by Law to receive such filings. Parent shall each pay all any filing fees for which it is responsible in connection with the Antitrust Filings. (b) As promptly as is reasonably practicable after receiving any request from any appropriate Governmental Authority Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, Parent, the Company Parent or the Principal StockholdersCompany, as the case may be, shall use their its commercially reasonable efforts to comply with such request. The Company, Principal Stockholders Company and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority Entity relating to the Antitrust FilingsFilings (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing Party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith). The Company, Principal Stockholders Company and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Authority Entity relating to its Antitrust Filing. The Company, Principal Stockholders Company and Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Authority Entity relating to the Antitrust Filings. To the extent permitted by applicable Laws, and subject to all applicable privileges (including the attorney client privilege), each of the Parties (other than the Stockholder Representative) consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. For the avoidance of doubt, any strategy in connection with proceedings under or relating to the HSR Act or other Antitrust Laws shall be determined by Parent in its sole discretion. Each of the Parties may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party under this Section 6.6(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside legal counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (c) The Parent shall use reasonable best efforts to resolve questions or objections, if any, of any Governmental Entity. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require ParentParent or any of its Affiliates, in order to obtain the consent or successful termination of any review of any Governmental Authority Entity regarding the transactions contemplated herebyMerger, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing DateFirst Effective Time, any assets, businesses or any interests in any assets or businesses, of Parent or any of its Affiliates or of the Interim Surviving Corporation or the Final Surviving Entity (or to consent to any sale, or agreement to sell, by Parent or by the Interim Surviving Corporation or the Final Surviving Entity of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent of any assets or businessesbusinesses (including any assets or businesses of the Interim Surviving Corporation or the Final Surviving Entity), or (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the Merger, (iii) modify any of the terms of this Agreement or the Merger, or the transactions contemplated herebyhereby or thereby, or (iv) initiate or participate in any legal proceeding with respect to any such matters. (d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the transaction contemplated herebyMerger, to take any of the actions set forth in Section 8.5(c) or if such consent or successful termination has not been obtained within 60 days following the date of Parent filing its Antitrust Filing under any applicable Antitrust Law6.6(c), Parent shall have the right to abandon its efforts to obtain approval under such Antitrust antitrust or anti-competition Law of the transactions contemplated herebyMerger, notwithstanding this Section 8.56.6. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Stockholder Representative and then Parent or the Stockholder Representative shall have the right to terminate this Agreement in accordance with Section 9.1(g)Company.

Antitrust Filings. (a) After the date hereof, Parent and the Company will each make make, or cause its Affiliates to make, in timely fashion all filings required under the HSR Act and such other filings as Parent deems necessary or Parent deems desirable in connection with the transactions contemplated hereby Merger under other applicable Antitrust antitrust or competition Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Authority Entity designated by Law to receive such filings. The Company and Parent shall each pay all any filing fees for which it is responsible in connection with the Antitrust Filings. (b) As promptly as is practicable after receiving any request from any appropriate Governmental Authority Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, Parent, the Company Parent or the Principal StockholdersCompany, as the case may be, shall use their its commercially reasonable efforts to comply with such request. The Company, Principal Stockholders Company and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority Entity relating to the Antitrust Filings. The Company, Principal Stockholders Company and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Authority Entity relating to its Antitrust Filing. The Company, Principal Stockholders Company and Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Authority Entity relating to the Antitrust Filings. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require ParentParent or any of its Affiliates, in order to obtain the consent or successful termination of any review of any Governmental Authority Entity regarding the transactions contemplated herebyMerger, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing DateEffective Time, any assets, businesses or any interests in any assets or businesses, of Parent or any of its Affiliates or of the Interim Surviving Corporation or the Final Surviving Entity (or to consent to any sale, or agreement to sell, by Parent or by the Interim Surviving Corporation or the Final Surviving Entity of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent of any assets or businessesbusinesses (including any assets or businesses of the Interim Surviving Corporation or the Final Surviving Entity), or (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the Merger, (iii) modify any of the terms of this Agreement or the Merger, or the transactions contemplated herebyhereby or thereby, or (iv) initiate or participate in any legal proceeding with respect to any such matters. (d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the transaction contemplated herebyMerger, to take any of the actions set forth in Section 8.5(c6.5(c) or if such consent or successful termination has not been obtained within 60 90 days following the date of Parent filing its Antitrust Filing under any applicable Antitrust antitrust or anti-competition Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust antitrust or anti-competition Law of the transactions contemplated herebyMerger, notwithstanding this Section 8.56.5. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Stockholder Representative and then Parent or the Stockholder Representative shall have the right to terminate this Agreement in accordance with Section 9.1(g)Company.

Antitrust Filings. Each of Parent and the Company shall make or cause to be made all filings and submissions required under the HSR Act within ten (a10) After Business Days after the date hereof, and any other applicable Antitrust Laws with respect to the jurisdictions set forth on Annex 7.02 as promptly as practicable in connection with the consummation of the transactions contemplated herein (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the equivalent, if available, with respect to any such other applicable Antitrust Laws). In connection with the transactions contemplated herein, Parent and the Company will each make shall as promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any Governmental Entities. Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in timely fashion good faith with any Governmental Entities and Parent and the Company shall use their respective reasonable best efforts to undertake promptly any and all such filings as necessary action required to complete the transactions contemplated by this Agreement expeditiously; provided that nothing herein shall require Parent or any of its Subsidiaries to (i) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent deems desirable or their respective Subsidiaries; (ii) terminate existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminate any venture or other arrangement; (iv) create any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (v) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries; or (vi) litigate a challenge to the transactions contemplated herein based on any Antitrust Laws (or, in any such case, enter into agreements or stipulate to the entry of an Order or decree or file any applications with any Governmental Entity in connection with any of the foregoing, or, in the case of Actions by or with respect to any Group Company or its businesses or assets, to consent to any such Action by the Company). Parent and the Company each shall diligently assist and cooperate with the other Party in preparing and filing any and all written communications that are to be submitted to any Governmental Entities in connection with the transactions contemplated hereby under applicable Antitrust Laws (collectivelyand in obtaining any governmental or third party consents, the “Antitrust Filings”) with the appropriate Governmental Authority designated waivers, authorizations or approvals which may be required to be obtained by Law to receive such filings. Parent shall pay all filing fees any Group Company in connection with the Antitrust Filings. (b) As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the Antitrust Filings, Parent, the Company or the Principal Stockholders, as the case may be, shall use their commercially reasonable efforts to comply with such request. The Company, Principal Stockholders and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the Antitrust Filings. The Company, Principal Stockholders and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Authority relating to its Antitrust Filing. The Company, Principal Stockholders and Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Authority relating to the Antitrust Filings. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require Parent, in order to obtain the consent or successful termination of any review of any Governmental Authority regarding the transactions contemplated hereby, including (A) timely furnishing to the other Party all reasonably requested information, (iB) sell keeping the other Party reasonably informed of any communication received or hold separategiven in connection with any proceeding by the other Party, or agree in each case regarding the Merger and (C) permitting the other Party to sell or hold separate, before or after review and incorporate the Closing Date, any assets, businesses or any interests other Party’s reasonable comments in any assets or businesses, of Parent or any of its Affiliates (or to consent communication given by it to any sale, Governmental Entity or agreement in connection with any proceeding related to sell, by Parent of any assets the HSR Act or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent of any assets or businesses, or (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the transactions contemplated hereby. (d) In the event that Parent is requiredother Antitrust Laws, in order to obtain the consent or successful termination of any review under any Law each case regarding the transaction contemplated hereby, to take any of the actions set forth in Section 8.5(c) or if such consent or successful termination has not been obtained within 60 days following the date of Parent filing its Antitrust Filing under any applicable Antitrust Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the transactions contemplated hereby, notwithstanding this Section 8.5. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Stockholder Representative and then Parent or the Stockholder Representative shall have the right to terminate this Agreement in accordance with Section 9.1(g)Merger.

Antitrust Filings. (a) After As promptly as practicable after the date hereofAgreement Date, Parent and the Company will, and the Company will cause any Affiliate required to make an Antitrust Filing to, (i) 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 Merger and the other Transactions and (ii) each make in timely fashion all such other filings as Parent deems necessary or Parent deems desirable in connection with the transactions contemplated hereby Merger under applicable Antitrust Laws ((i) and (ii) collectively, (the “Antitrust Filings”) with the appropriate Governmental Authority Entity designated by Law to receive such filingsfilings (with respect to a non-U.S. Antitrust Filing, a “Foreign Antitrust Governmental Entity”). Parent and the Company shall pay furnish to each other all information required for any necessary filing or other application in connection with the Merger and the other Transactions. Parent and the Company shall share equally all filing fees in connection with the Antitrust Filings. (b) As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the Antitrust Filings, Parent, the The Company or the Principal Stockholders, as the case may be, shall use their commercially reasonable efforts to comply with such request. The Company, Principal Stockholders and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by the U.S. Department of Justice or the U.S. Federal Trade Commission or any Foreign Antitrust Governmental Authority Entity relating to the their respective Antitrust Filings. The Company, Principal Stockholders Company and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with the U.S. Department of Justice or the U.S. Federal Trade Commission or any Foreign Antitrust Governmental Authority Entity relating to its Antitrust FilingFilings and permit the other party to review in advance any proposed written communication to any Governmental Entity. As promptly as is practicable after receiving any request from the U.S. Department of Justice or the U.S. Federal Trade Commission under the HSR Act or any Foreign Antitrust Governmental Entity for information, documents or other materials in connection with the review of the Antitrust Filings, Parent or the Company, as the case may be, shall use commercially reasonable efforts to comply with such request. The Company, Principal Stockholders Company and Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representativescounsel and/or others) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, the U.S. Department of Justice or the U.S. Federal Trade Commission or any Foreign Antitrust Governmental Authority Entity relating to the Antitrust Filings. The Company and Parent shall each furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) drafted by or in conjunction with outside counsel between it and its Affiliate and respective representatives on the one hand and any Governmental Entity or members of such Governmental Entity’s staff on the other hand, concerning the review, clearance or approval of the Transactions under the HSR Act or any similar applicable Law, except to the extent prohibited by applicable Law or the instructions of such Governmental Entity. (c) Each of Parent and Company hereby covenants and agrees to use reasonable best efforts to secure termination or expiration of any waiting periods under the HSR Act or any other applicable domestic or foreign Law and to obtain the approval of the U.S. Federal Trade Commission, the U.S. Department of Justice, or any other Governmental Entity, as applicable, for the Merger and other Transactions. (d) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement neither Parent nor any of its Affiliates shall require or be construed to require Parent, in order to obtain the consent or successful termination of under any review of any Governmental Authority regarding the transactions contemplated hereby, obligation to (i) sell make proposals, execute or hold separate, carry out agreements or agree submit to sell orders providing for the sale or hold separate, before other disposition or after holding separate (through the Closing Date, any assets, businesses establishment of a trust or any interests in otherwise) of any assets or businesses, of Parent or any of its Affiliates or the Company or any of its Affiliates or the holding separate of the shares of stock of the Company (or shares of stock of the Surviving Corporation or limited liability company interests of Merger LLC) or imposing or seeking to consent impose any material limitation on the ability of Parent or any of its Affiliates to any sale, conduct their business or agreement to sell, by Parent of any own such assets or businessesto acquire, hold or any exercise full rights of ownership of the shares of stock of the Company (or shares of stock of the Surviving Corporation or limited liability company interests in any assets or businessesof Merger LLC), or any change in or restriction on the operation by Parent of any assets or businesses, or (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the transactions contemplated hereby. (d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the transaction contemplated hereby, to take any action under this Section if the United States Department of Justice or the actions set forth in Section 8.5(c) United States Federal Trade Commission, or if such consent or successful termination has not been obtained within 60 days following the date of Parent filing its Antitrust Filing under any Governmental Entity administering any other applicable Antitrust Law, Parent shall have the right authorizes its staff to abandon its efforts seek a preliminary injunction or restraining order to obtain approval under such Antitrust Law enjoin consummation of the transactions contemplated hereby, notwithstanding this Section 8.5. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Stockholder Representative and then Parent or the Stockholder Representative shall have the right to terminate this Agreement in accordance with Section 9.1(g)Merger.

Antitrust Filings. (a) After the date hereof, Parent and the Company will each make in timely fashion all such filings as Parent deems reasonably necessary or Parent deems desirable in connection with the transactions contemplated hereby Merger under other applicable Antitrust Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Authority Entity designated by Law to receive such filings. The Company and Parent shall each pay all any filing fees for which it is responsible in connection with the Antitrust Filings. (b) As promptly as is practicable after receiving any request from any appropriate Governmental Authority Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, Parent, the Company Parent or the Principal StockholdersCompany, as the case may be, shall use their its commercially reasonable efforts to comply with such requestrequest and, to the extent practicable and permitted by applicable Law, permit the other party’s legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. The Company, Principal Stockholders Company and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority Entity relating to the Antitrust Filings. The Company, Principal Stockholders Company and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Authority Entity relating to its Antitrust Filing. The Company, Principal Stockholders Company and Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Authority Entity relating to the Antitrust FilingsFilings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Parent and the Company agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Merger and other transactions contemplated hereby. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require ParentParent or any of its Affiliates, in order to obtain the consent or successful termination of any review of any Governmental Authority Entity regarding the transactions contemplated herebyMerger, to (i) sell sell, license or hold separate, or agree to sell sell, license or hold separate, before or after the Closing DateEffective Time, any assets, businesses or any interests in any assets or businesses, of Parent or any of its Affiliates or of the Surviving Corporation (or to consent to any sale, or agreement to sell, by Parent or by the Surviving Corporation of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent of any assets or businessesbusinesses (including any assets or businesses of the Surviving Corporation), or (ii) enter into any contract agreement or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the transactions contemplated herebyMerger, or (iii) initiate or participate in any legal proceeding with respect to any such matters. (d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the transaction contemplated herebyMerger, to take any of the actions set forth in Section 8.5(c4.7(c) or if such consent or successful termination has not been obtained within 60 days following the date of Parent filing its Antitrust Filing under any applicable Antitrust Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the transactions contemplated herebyMerger, notwithstanding anything in this Section 8.5Agreement. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Stockholder Representative and then Parent or the Stockholder Representative shall have the right to terminate this Agreement in accordance with Section 9.1(g)Company.