Antitrust Laws. As soon as possible after the date hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted).
Appears in 1 contract
Antitrust Laws. As soon as possible practicable after the date hereofof the Letter Agreement, the Parties shall prepare Microsoft and Yahoo! will file with the Antitrust AuthoritiesU.S. Federal Trade Commission, all materials the U.S. Department of Justice and information required to be filed - 43- NYC#: 148660.21 with or provided to other applicable agencies the Antitrust Authorities notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or other applicable Antitrust Law forms with respect to the transactions contemplated License Transaction and make all other filings required by applicable foreign Antitrust Laws (provided that the filing of a notification and report form pursuant to the HSR Act will be made in any event within fifteen (15) business days of the date of this Letter Agreement). Notwithstanding anything in this Letter Agreement to the contrary, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply Microsoft agrees that it shall use its best efforts to obtain any additional information as may be consents, clearances or approvals required under or requested by an Antitrust Authority in connection with the transactions contemplated by this AgreementHSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, the European Commission Council Regulation (EC) No. Buyer agrees to139/2004, Articles 81 and 82 of the Treaty of Rome, and will cause its Affiliates toany other federal, use reasonable commercial efforts state or foreign law, regulation or decree designed to take any prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade, or the significant impediment of effective competition, or for the control of mergers (collectively “Antitrust Laws”), and to enable all actions necessary waiting periods under applicable Antitrust Laws to avoidexpire, and to avoid or eliminate each and resolve any and all impediments every impediment under any applicable Antitrust Law or other trade regulation law that may be Laws asserted by any Antitrust Authority governmental entity or Governmental Authority or any other Person with respect private party, in each case, to cause the transactions contemplated by this Agreement and hereby to occur prior to the Termination Date. Such best efforts shall include, (x) if necessary to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required clearance by any Antitrust Authority governmental entity before the Termination Date, offering, negotiating, or Governmental Authority committing to enable any restrictions on the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information activities of Microsoft and assistance to Buyer as Buyer may reasonably require for the purpose its subsidiaries in search and paid search and (y) contesting and defending any threatened or pending litigation in any court of obtaining competent jurisdiction and any threatened or pending administrative or regulatory investigation or proceeding under the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted).
Appears in 1 contract
Samples: Letter Agreement (Yahoo Inc)
Antitrust Laws. As soon (a) Each of Parent, PCP and the Company shall: (i) as possible after the date hereofpromptly as practicable on December 18, the Parties shall prepare and 2017, take all actions necessary to file with the Antitrust Authorities, all materials and information required or cause to be filed - 43- NYC#: 148660.21 any filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with or provided to this Agreement and the Antitrust Authorities transactions contemplated hereby, including the Notification and Report Forms required pursuant to the applicable Antitrust Law HSR Act (and, in connection therewith, request early termination); (ii) use reasonable best efforts to take all actions necessary to obtain HSR Clearance and any other consents required from any Governmental Body or authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (iii) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by this Agreementit or any of its Affiliates from any Antitrust Authority. Each of Parent, with all filing fees associated therewith paid by Buyer. Buyer PCP and the Sellers will Company will: (A) promptly notify each promptly supply other of any additional information substantive written communication made to or received by Parent, PCP or the Company, as the case may be required be, from any Antitrust Authority regarding any of the transactions contemplated hereby; (B) subject to applicable law, permit each other to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (C) not agree to participate in any substantive meeting or requested by an discussion with any such Antitrust Authority in connection with respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by this Agreement. Buyer agrees tosuch Antitrust Authority, gives the other Party the opportunity to attend and (D) furnish each other with copies of all substantive correspondence, filings and written communications between such Party and their Affiliates and their respective Agents, on one hand, and will cause any such Antitrust Authority or its Affiliates torespective staff, on the other hand, in each case, with respect to this Agreement and the transactions contemplated hereby (provided, however, that the Parties shall not be required to share the Notification and Report Form filings made under the HSR Act and that any information may be deemed outside counsel only).
(b) Without limiting the foregoing, Parent shall use its reasonable commercial best efforts to take avoid or eliminate any and all actions necessary to avoid, eliminate and resolve any and all impediments impediment under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to so as to: (i) enable the Parties hereto to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information possible; and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend (ii) avoid any waiting period under lawsuit by any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will Body which would otherwise have the effect of delayingpreventing or delaying the Closing beyond the End Date. In furtherance of the foregoing, impairingParent’s efforts shall include: (A) defending through litigation on the merits, including appeals, any lawsuit asserted in any court or other proceeding by any Person; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent, its Affiliates or the Company Group, including entering into customary ancillary agreements on commercially reasonable terms relating to any such sale, divestiture or disposition of such assets or businesses; (C) agreeing to any limitation on the conduct of Parent, its Affiliates, and the Company Group; and (D) agreeing to take any other reasonable action as may be required by any Governmental Body in order to (1) obtain all necessary consents, approvals and authorizations as soon as reasonably possible, and in any event before the End Date; (2) avoid the entry of, or impeding the receipt to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect as part of the Antitrust Approvals. Sellers agree any lawsuit and acknowledge that Buyer and its external counsel shall have the sole right to determineprohibits, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (prevents or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect restricts consummation of the transactions contemplated herein by this Agreement; or (3) effect the expiration or termination of any waiting period, which would otherwise have the effect of preventing or delaying the Closing beyond the End Date. Parent shall be responsible for payment of all filing fees required under the HSR Act and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the any other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Total System Services Inc)
Antitrust Laws. As (a) Each of Buyer, Buyer Parent and Sellers will (i) cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed as soon as possible possible, but no later than eight (8) Business Days after the date hereofof execution of this Agreement, (ii) request early termination of the Parties shall prepare waiting period relating to such HSR Act filings, (iii) supply as promptly as reasonably practicable any additional information and file with the Antitrust Authorities, all materials and information required to documentary material that may be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities requested by a Governmental Entity pursuant to the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable Antitrust Law waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as reasonably practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party and Buyer Parent shall promptly inform the other Parties of any material communication between itself (including its Representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. If a Party, Buyer Parent or any of its respective Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then such Party (or Buyer Parent, if applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer and Buyer Parent shall, and shall cause its respective Affiliates to, pay all fees and make other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or orders, otherwise each Party and Buyer Parent shall pay its own preparation costs and expenses; provided, however, the fees and expenses incurred by the Acquired Entities under this Section 7.2 (expressly excluding the HSR filing fees) related to the transactions contemplated hereby shall be a Transaction Expense.
(b) Seller Representative and Buyer shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permissible, promptly furnish the other with copies of notices or other communications between Sellers or Buyer (including their respective Affiliates and Representatives), as the case may be, and any third party or Governmental Entity with respect to such transactions. Seller Representative, on the one hand, and Buyer or Buyer Parent, as applicable, on the other hand, shall give the other party hereto and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other party hereto in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each party hereto agrees not to participate in any substantive meeting, conference, or discussion, either in person or by telephone, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority Governmental Entity in connection with the transactions contemplated by this Agreement. Agreement unless it consults with the other party hereto in advance and, to the extent not prohibited by such Governmental Entity, gives the other party hereto the opportunity to attend and participate.
(c) Each of Buyer, Buyer agrees to, Parent and will cause its Affiliates to, Sellers shall use reasonable commercial best efforts to take any and all actions necessary to avoidresolve objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to obtain prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 7.2(c), each of Buyer, Buyer Parent and Sellers shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, each of Buyer and Buyer Parent agrees to use its reasonable best efforts to take promptly any and all consents, approvals steps necessary to avoid or eliminate each and waivers every impediment under any Antitrust Law or other trade regulation law Laws that may be required asserted by any Antitrust Authority federal, state and local and non-United States antitrust or Governmental Authority competition authority, so as to enable the Parties to close the transactions contemplated by this Agreement as promptly expeditiously as practicable. Sellers shall furnish possible (each, a “Remedial Action”), including by (x) committing to and/or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such information and assistance assets, securities, facilities or other properties as are required to Buyer as Buyer may reasonably require for be divested in order to facilitate the purpose expiration or termination of obtaining the Antitrust Approvals. Sellers shall not agree to extend any HSR Act waiting period and otherwise obtain all applicable merger control clearances under the HSR Act or other Antitrust Laws and (y) contesting and resisting and seeking to have vacated, lifted, reversed or overturned any Antitrust Law and shall not engage order of any Governmental Entity that is in any communications effect that prohibits, prevents or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to restricts the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein by this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates shall be required (and provide a copy thereof if such communication is in writingi) andto hold separate (including by trust or otherwise) or divest any of their respective businesses, subject product lines or assets, (ii) to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication agree to any such Antitrust Authority in respect limitation on the operation or conduct of their respective businesses or (iii) to waive any of the Antitrust Approvals. Each Party will consult with conditions set forth in Section 2.6 (any such action or limitation described in clauses (i), (ii) or (iii) are referred to as a “Restriction”, other than Restrictions that solely apply to the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect business of the Antitrust Approvals Company Group from and after the Closing Date and that relates solely to physical assets of the Company Group (such Restrictions, the “Target Restrictions”)). For the avoidance of doubt, Buyer shall be entitled to all proceeds of any divestiture or Target Restriction that is required by this Section 7.2 if the Closing occurs and Sellers shall be entitled to the Initial Purchase Price, as adjusted for the Final Purchase Price.
(d) During the Pre-Closing Period, each of Buyer and Buyer Parent shall not, and shall cause its respective Affiliates and ultimate parent entities not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or Equity Interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to, (i) impose any material delay in respect the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the consummation of the transactions contemplated herein and give by this Agreement; (iii) materially increase the other Party risk of not being able to remove any such order on appeal or otherwise; or (iv) materially delay or its external counsel in respect prevent the consummation of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)transactions contemplated by this Agreement.
Appears in 1 contract
Antitrust Laws. As Each of the Buyer and the Company shall or shall cause its ultimate parent entity (as that term is defined in the HSR Act and as determined at the time of the Closing) to: (a) as soon as possible after reasonably practicable and, in any event, within ten (10) Business Days following the date hereofhereof (“HSR Filing Period”), the Parties shall prepare and take all actions necessary to file with the Antitrust Authorities, all materials and information required or cause to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities notification and report forms required pursuant to the applicable Antitrust Law HSR Act; provided that in the event that the FTC or DOJ is closed or not accepting such filings under the HSR Act (“Government Closure”) at any time during the HSR Filing Period, the HSR Filing Period shall be extended, day for day, for each Business Day the Government Closure is in effect; (b) subject to the limitations set forth herein (including the limits set forth in the third to last sentence of this Section 7.8), take all actions to obtain HSR Clearance and any other consents required from any Governmental Authority having jurisdiction with respect to the transactions contemplated by this AgreementContemplated Transactions pursuant to applicable Antitrust Laws (“Antitrust Authorities”) or any other applicable Governmental Authority; and (c) at the earliest practicable date, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply provide an appropriate response to any formal or informal reasonable written request for additional information as may be required or requested documentary material received by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause it or any of its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by from any Antitrust Authority or other applicable Governmental Authority Authority. The Parties shall: (i) promptly notify each other and Parent of any substantive written communication made to or any other Person with respect to received by either of the transactions contemplated by this Agreement and to obtain all consentsParties, approvals and waivers under any Antitrust Law or other trade regulation law that as the case may be required by be, from any Antitrust Authority or other applicable Governmental Authority to enable regarding the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and Contemplated Transactions; (ii) subject to applicable LawsLaw, permit each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity and Parent to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on advance any proposed substantive written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the or other Party applicable Governmental Authority and incorporate reasonable comments thereto; (or its external counsel in respect of competitively-sensitive, privileged or confidential mattersiii) prior not agree to participating participate in any substantive in-person or telephonic meeting or discussion with any such Antitrust Authority or other applicable Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Antitrust Approvals in respect of Contemplated Transactions unless, to the transactions contemplated herein and give extent reasonably practicable, it consults with the other Party (and Parent in advance and, to the extent permitted by such Antitrust Authority or other applicable Governmental Authority, gives the other Party or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged Representative and Parent or confidential matters) its Representatives the opportunity to attend attend; and participate thereat (if iv) furnish each other and Parent with copies of all substantive correspondence, filings and written communications between either of the Parties, as applicable, and their Affiliates and their respective Representatives, on one hand, and any such attendance Antitrust Authority, Governmental Authority or their respective staffs, on the other hand, in each case, with respect to this Agreement or the Contemplated Transactions; provided, however, that neither of the Parties shall be required to share filings made under the HSR Act; and participation provided, further, that materials may be redacted before being provided by any of the Parties or Parent to any of the other Parties or Parent (x) to remove references concerning the valuation of Hemisphere, the Company and their respective Subsidiaries or individual customer pricing information, (y) as necessary to comply with contractual arrangements or applicable Laws and (z) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 7.8 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party or entity providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other and Parent in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the Contemplated Transactions by or on behalf of any Party. Notwithstanding the foregoing or any provision of this Agreement, the Buyer and its Affiliates (including, following the Closing, the Company’s and its Subsidiaries’) shall not be required to (A) divest, hold separate, sell, license, discontinue or otherwise limit its or their ability to use any of its or their businesses, product lines, equity holdings, Contracts, services, assets or operations, or any business, product lines, equity holdings, Contracts, services, assets or operations, including, without limitation, of the Company and its Subsidiaries, (B) accept or implement the imposition of any limitation or regulation on the ability of the Buyer and its Affiliates to freely conduct its and their (and following the Closing, the Company’s or its Subsidiaries’) businesses or to own, control, or retain the securities of any of the Company or its Subsidiaries unless such limitation or regulation is permitted)not material to the businesses of the Company and its Subsidiaries, and the business of the Buyer and its Subsidiaries that is substantially the same as the Service, taken as a whole, (C) oppose any Action filed or initiated by any Person challenging or that could result in a challenge to the lawfulness of the Contemplated Transactions, or (D) submit to any Order providing for any of the foregoing actions. Further, notwithstanding anything in this Agreement to the contrary, the Buyer shall determine the strategy to be pursued for obtaining and lead the effort to obtain all requisite approvals, orders and authorizations under applicable Antitrust Laws for the Contemplated Transactions from any Antitrust Authority or other applicable Governmental Authority. Each of the Seller and the Buyer shall bear fifty percent (50%) of all filing fees for the filing under the HSR Act for the Contemplated Transactions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Hemisphere Media Group, Inc.)
Antitrust Laws. As soon as possible after (a) Subject to the date hereofterms and conditions of this Acquisition Agreement, each of the Parties shall prepare and file with the Antitrust Authoritieswill (i) use reasonable best efforts to take, or cause to be taken, all materials actions and information required to do, or cause to be filed - 43- NYC#: 148660.21 with or provided done, all things necessary under applicable Antitrust Laws to consummate the Antitrust Authorities transactions contemplated by this Acquisition Agreement, (ii) use reasonable best efforts to file Notification and Report Forms pursuant to the applicable Antitrust Law HSR Act with respect to the transactions contemplated by this Agreementhereby within five (5) Business Days of the date hereof, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, (iii) use reasonable commercial best efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or file any other Person notification or reports pursuant to any other Antitrust Laws with respect to the transactions contemplated hereby within 15 Business Days of the date hereof, (v) comply as promptly as practicable with any request for additional information and documentary material that may be issued pursuant to the HSR Act, applicable Antitrust Law or any other Antitrust Laws and (vi) use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act, applicable Antitrust Law and any other Antitrust Laws as soon as practicable. Fees payable to Governmental Authorities in connection with filings required by this Agreement the Antitrust Laws shall be shared equally between the Sellers and the Buyer, provided, however, that in no event shall the Sellers be required to pay more than $100,000 of such fees.
(b) In connection with the efforts referenced in Section 6.7(b) to obtain all consents, requisite approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close authorizations for the transactions contemplated by this Acquisition Agreement as promptly as practicable. Sellers under the HSR Act or any other Antitrust Law, each of the Parties shall furnish use reasonable best efforts to (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other Parties informed in all material respects of any material communication received by such information Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority charged with enforcing Antitrust Laws and assistance to Buyer as Buyer may reasonably require of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) permit counsel for the purpose other Parties to review any material communication given to it by, and to consult with each other in advance of obtaining any meeting or conference with, the FTC, the DOJ or any other Governmental Authority charged with enforcing Antitrust ApprovalsLaws in connection with any proceeding by a private party. Sellers shall not agree Notwithstanding anything to extend the contrary contained herein, nothing contained in this Acquisition Agreement will require either Party or any waiting period under any Antitrust Law and shall not engage in any communications or of its Affiliates to (A) enter into any negotiationsagreement, commitments consent decree or agreements other commitment requiring such Party or any of its Affiliates to divest, license or hold separate any assets of such Party or any of its Affiliates, (B) litigate, pursue or defend any action or proceeding in connection with any Antitrust Authority Laws or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential mattersC) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with Antitrust Laws or any order or request of a Governmental Authority, take any other action that could, individually or in the obtaining aggregate, reasonably be expected to result in any event, change, circumstance, condition, development or effect that, either individually or in the aggregate with all other events, changes, circumstances, conditions, developments or effects, would adversely affect the business, condition (financial or otherwise), assets, Liabilities, operations or results of Antitrust Approvals (including providing any necessary information for the completion operations of such filingsparty or any of its Affiliates, applications and submissionsor on their relationships with any of their customers, and responding promptly to or any additional information requests from Antitrust Authorities in respect assets of the Antitrust Approvals)Business. Each In connection with the foregoing, each Party will promptly notify the other Party (in writing of any communication received by that Party or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party Affiliates from any Governmental Authority charged with enforcing Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) Laws and, subject to applicable LawsLaw, provide counsel for the other Party with a copy of any such written communication (or its external counsel in respect written summary of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permittedoral communication).
Appears in 1 contract
Samples: Acquisition Agreement (Richardson Electronics LTD/De)
Antitrust Laws. As soon as possible (a) Each of the Buyer Group and the Company will (i) cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no later than ten (10) Business Days after the date hereofof execution of this Agreement, (ii) request early termination of the Parties shall prepare waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and file with the Antitrust Authorities, all materials and information required to documentary material that may be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities requested by a Governmental Entity pursuant to the HSR Act and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable Antitrust Law waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. If a Party or any of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer Group and Company shall each pay 50% of all fees or other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders.
(b) The Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Atlas Company or Parent (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company, on the one hand, and Buyer Group, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any substantive meeting, conference or discussion, either in person or by telephone, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority Governmental Entity in connection with the transactions contemplated by this Agreement. Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate.
(c) Each of Buyer agrees to, Group and will cause its Affiliates to, Seller shall use reasonable commercial best efforts to take any and all actions necessary to avoidresolve objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to obtain prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 6.2(c), each of Buyer Group and Seller shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the foregoing, but subject to the other terms and conditions of this Section 6.2(c), Buyer Group agrees to use their reasonable best efforts to take promptly any and all consents, approvals steps necessary to avoid or eliminate each and waivers every impediment under any Antitrust Law or other trade regulation law Laws that may be required asserted by any Antitrust Authority federal, state and local and non-United States antitrust or Governmental Authority competition authority, so as to enable the Parties to close the transactions contemplated by this Agreement as promptly expeditiously as practicable. Sellers possible (each, a “Remedial Action”); provided, however, that any Remedial Action may, at the discretion of Seller or Parent, be conditioned upon the consummation of the Closing.
(d) Buyer Group shall furnish such information not, and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall cause their Affiliates not to, acquire or agree to extend any waiting period under any Antitrust Law and shall not engage in any communications acquire, by merging with or enter into any negotiationsor consolidating with, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent by purchasing a portion of the Buyer. Sellers shall not take any action that will have the effect assets of delaying, impairingor equity in, or impeding by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or Equity Interests, if the receipt entering into of a definitive agreement relating to, or the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determineconsummation of such acquisition, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the abovemerger or consolidation would reasonably be expected to, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential mattersi) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party impose any material delay in the preparation and making obtaining of, or materially increase the risk of all such filingsnot obtaining, applications and submissions in connection with any consents of any Governmental Entity necessary to consummate the obtaining transactions contemplated by this Agreement or the expiration or termination of Antitrust Approvals any applicable waiting period; (including providing ii) materially increase the risk of any necessary information for Governmental Entity seeking or entering an Order prohibiting the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein by this Agreement; (and provide a copy thereof if such communication is in writingiii) and, subject materially increase the risk of not being able to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to remove any such Antitrust Authority in respect of Order on appeal or otherwise; or (iv) materially delay or prevent the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)by this Agreement.
Appears in 1 contract
Antitrust Laws. As soon as possible (a) In furtherance and not in limitation of Section 4.2, within five Business Days after the date hereofof this Agreement, Parent shall, or shall cause Merger Sub to, on the Parties one hand, and the Company shall, or shall prepare cause its subsidiaries to, on the other hand, make any and file with all filings which are required under the Antitrust Authorities, all materials HSR Act and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable any other Antitrust Law with respect to the transactions contemplated by this Agreement. The Company shall furnish to Parent, with all filing fees associated therewith paid by Buyer. Buyer and Parent shall, and shall cause Merger Sub to, furnish to the Sellers will each promptly supply any additional Company, such necessary information and reasonable assistance as the other may be required or requested by an Antitrust Authority reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Law. The Company shall promptly inform Parent, and Parent shall promptly inform the Company, as to any material communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission and the United States Department of Justice; to the extent practicable, Parent and the Company shall each permit the Company or Parent (as the case may be) to review in advance and consider in good faith the other Party’s reasonable comments in any communication given by it to any Governmental Entity, and, to the extent there are any meetings or substantive telephone or video calls with any Governmental Entity, the Company and Parent shall each permit the other to attend such meetings or calls unless prohibited by such Governmental Entity; provided that materials required to be provided pursuant to this Section 4.4 may be restricted to outside counsel and may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address legal privilege concerns. Each Party shall use its respective Reasonable Efforts to comply as promptly as possible with any such inquiry or request. Each Party hereby covenants and agrees to use Reasonable Efforts to secure termination of any waiting periods under the HSR Act and any other Antitrust Law, to obtain the approval of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement. Buyer agrees tohereby and to resolve such objections, and will cause its Affiliates toif any, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement and hereby; provided, however, that nothing contained herein shall require Parent, Merger Sub or any of their respective affiliates to obtain all consents(a) agree to sell, approvals and waivers under divest, dispose of or hold separate any Antitrust Law assets or other trade regulation law businesses, or otherwise take or commit to take any action that may be required by could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (b) litigate, pursue or defend against any Antitrust Authority administrative or Governmental Authority to enable the Parties to close judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated by this Agreement hereby as promptly violative of any Antitrust Law. Parent and the Company shall each be responsible for 50% of the filing fees payable under the HSR Act and any other Antitrust Law. The Parties acknowledge and agree that the Company’s liability for 50% of the fees as practicable. Sellers described in the foregoing sentence shall furnish be included as an accrued liability in the Final Statement for purposes of determining Closing Net Working Capital to the extent that the Company has not paid such information and assistance fees prior to Buyer as Buyer may the Closing.
(b) Prior to the Closing Date, no Party hereto shall take any action that could reasonably require for be expected to adversely affect or materially delay the purpose approval of obtaining any Governmental Entity, or the Antitrust Approvals. Sellers shall not agree to extend expiration or termination of any waiting period under Antitrust Laws, including by agreeing to merge with or acquire any Antitrust Law and shall not engage other person or acquire a substantial portion of the assets of or equity in any communications or enter into any negotiationsother person that competes with the Company. The Parties further covenant and agree, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the Antitrust Approvals without the prior written consent ability of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right Parties to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of consummate the transactions contemplated herein (and provide a copy thereof if such communication is in writing) andherein, subject to applicable Lawsuse Reasonable Efforts to prevent or lift the entry, provide enactment or promulgation thereof, as the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)case may be.
Appears in 1 contract
Antitrust Laws. As The Parties agree to make, and to cause their Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws as soon as possible practicable and no later than ten Business Days after the date hereof (provided that the Parties will use their respective reasonable best efforts to make such filings no later than five Business Days after the date hereof), the Parties which filings shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to include a request for early termination of the applicable Antitrust Law with respect to waiting period under the transactions contemplated by this Agreement, with all filing fees associated therewith paid by BuyerXxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees toThe Parties shall, and will shall cause its Affiliates to, comply at the earliest practicable date with any request under the Xxxx-Xxxxx-Xxxxxx Act or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. The Parties shall, and shall cause its Affiliates to use their reasonable commercial best efforts to take respond to any and all actions necessary to avoid, eliminate and resolve questions or any and all impediments under any Antitrust Law or other trade regulation law that may be objections asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to this Agreement or the Antitrust Approvals without Transactions and to resolve as soon as practicable. The Parties shall, and shall cause its Affiliates to, coordinate and cooperate with each other in connection with their efforts to respond to any questions or objections, including (A) cooperating in all respects in connection with any investigation or other inquiry, (B) keeping each other promptly informed of any material communication received by Buyer or any of its Affiliates from any Governmental Authority, including the prior written consent Federal Trade Commission or U.S. Department of Justice or similar foreign Governmental Authority, regarding any of the Buyer. Sellers shall not take any action that will have the effect of delayingTransactions, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree (C) providing each other and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) their advisors with a reasonable opportunity to (x) review and comment on all filingsapprove the content of any communication, applications presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (y) consult with each other prior to any meeting or conference with any Governmental Authority, and submissions with Antitrust Authorities (z) to the extent permitted by such Governmental Authority, attend and participate in respect of such meetings or conferences, and (D) providing such other information and assistance as the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions Parties may reasonably request in connection with the obtaining of Antitrust Approvals (including providing any necessary information foregoing. Buyer and Company shall be equally responsible for the completion payment of such filings, applications all filing fees under the Xxxx-Xxxxx-Xxxxxx Act and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable antitrust Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted).
Appears in 1 contract
Antitrust Laws. As soon as possible after (a) Each party hereto shall (i) take promptly (but in no event later than August 21, 2000) all actions necessary to make the date hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information filings required to be filed - 43- NYC#: 148660.21 with of it or provided to the Antitrust Authorities pursuant to the any of its Affiliates under any applicable Antitrust Law Laws in connection with respect to this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this AgreementAgreement initiated by any Antitrust Authority.
(b) Each party hereto shall use its reasonable best efforts to resolve such objections, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information if any, as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law Law; PROVIDED HOWEVER, that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers Company shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiationsnot, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that will have that, in the effect reasonable discretion of delayingParent, impairingmaterially limits its ability to conduct the business or its ability to retain, the Company or impeding the receipt any of its affiliates or any material portion of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel assets of the Company.
(c) Each party hereto shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide promptly inform the other Party (or its external counsel in respect parties of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to made to, or received by such Party from party from, any Antitrust Authority in respect of the Antitrust Approvals in respect or any other Governmental Authority regarding any of the transactions contemplated herein hereby.
(and provide a copy thereof if such communication is in writingd) andFor purposes of this Agreement, subject to applicable Laws(i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect Division of the Antitrust Approvals. Each Party will consult with Department of Justice, the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect attorneys general of the Antitrust Approvals in several states of the United States and any other Governmental Authority having jurisdiction with respect of to the transactions contemplated herein hereby pursuant to applicable Antitrust Laws and give (ii) "ANTITRUST LAW" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, European Antitrust Laws and all other Party (federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or its external counsel in respect intended to prohibit, restrict or regulate actions having the purpose or effect of competitively- - 44- NYC#: 148660.21 sensitive, privileged monopolization or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)restraint of trade.
Appears in 1 contract
Samples: Merger Agreement (Endosonics Corp)
Antitrust Laws. As Sellers and Buyer agree to make, and to cause their Affiliates to make, any necessary filings under the HSR Act and under PROJECT EMERALD – PURCHASE AND SALE AGREEMENT PAGE 47 the Laws relevant to the filings listed in Section 2.4(a) of the Disclosure Schedule as promptly as reasonably practicable after execution of this Agreement. Buyer shall, and shall cause its Affiliates to, respond at the earliest practicable date with any request under the HSR Act or any other antitrust Laws to provide information, documents or other materials requested by any Governmental Body. Buyer shall, and shall cause its Affiliates to take all actions necessary to, (A) resolve as soon as possible after the date hereofpracticable objections, the Parties shall prepare and file with the Antitrust Authoritiesif any, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law asserted by any Governmental Body with respect to this Agreement or the transactions contemplated by this Agreement and (B) obtain promptly all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or Orders from any Governmental Body necessary in connection with the consummation of the transactions contemplated by this Agreement, including to secure the termination or expiration of the applicable waiting period and all requisite clearances and approvals under the HSR Act and any other antitrust Laws (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or prior to the End Date, without challenge by any Governmental Body, and otherwise resolve any objections, if any, asserted by any Governmental Body with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required respect to this Agreement or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees , including, but not limited to, by (x) seeking to prevent the initiation of, and will cause its Affiliates todefending any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, use reasonable commercial efforts (y) avoiding the entry of, or causing to take be lifted or rescinded any and all actions necessary to avoidinjunction, eliminate and resolve any and all impediments under any Antitrust Law judgment, order or other trade regulation law that may be asserted ruling entered by any Antitrust Authority or Governmental Authority or any other Person with respect Body adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement Agreement, and (z) divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, or entering into a consent decree order requiring the divestiture or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. Further, each of Buyer and Sellers shall, and shall cause their Affiliates to, coordinate and cooperate with the other in connection with efforts to obtain all consents, approvals and waivers under approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or orders from any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable Body necessary in connection with the Parties to close consummation of the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining Agreement, including satisfying the Antitrust Approvals. Sellers Conditions which shall not agree to extend any waiting period under any Antitrust Law and shall not engage include (1) cooperating in any communications or enter into any negotiations, commitments or agreements all respects with the other in connection with any Antitrust Authority investigation or other inquiry, (2) keeping the other promptly informed of any material communication from any Governmental Authority with respect to Body, including the Antitrust Approvals without the prior written consent Federal Trade Commission or U.S. Department of Justice or similar foreign Governmental Body regarding any of the Buyer. Sellers shall not take any action that will have transactions contemplated hereby, (3) providing the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer other and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) advisors with a reasonable opportunity to (I) review and comment on all filings, applications upon any proposed communication with any Governmental Body and submissions with Antitrust Authorities consider in respect good faith the views of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filingsanalysis, applications and submissionsappearance, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the presentation, memorandum, brief, argument, opinion, proposal or other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from be made or submitted in connection with any Antitrust Authority in respect request, inquiry, investigation, action or legal proceeding of the Antitrust Approvals in respect of the transactions contemplated herein a Governmental Body, (and provide a copy thereof if such communication is in writingII) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion conference with any Antitrust Authority in respect of Governmental Body, (III) to the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitiveextent permitted by such Governmental Body, privileged or confidential matters) the opportunity to attend and participate thereat in such meetings or conferences, and (if such attendance and participation is permitted).IV) providing
Appears in 1 contract
Samples: Purchase and Sale Agreement (Emergent BioSolutions Inc.)
Antitrust Laws. As soon as possible after (a) Each party hereto shall (i) take promptly (but in no event later than August 21, 2000) all actions necessary to make the date hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information filings required to be filed - 43- NYC#: 148660.21 with of it or provided to the Antitrust Authorities pursuant to the any of its Affiliates under any applicable Antitrust Law Laws in connection with respect to this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this AgreementAgreement initiated by any Antitrust Authority.
(b) Each party hereto shall use its reasonable best efforts to resolve such objections, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information if any, as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law Law; PROVIDED HOWEVER, that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers Company shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiationsnot, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that will have that, in the effect reasonable discretion of delayingParent, impairingmaterially limits its ability to conduct the business or its ability to retain, the Company or impeding the receipt any of its affiliates or any material portion of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel assets of the Company.
(c) Each party hereto shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide promptly inform the other Party (or its external counsel in respect parties of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to made to, or received by such Party from party from, any Antitrust Authority in respect of the Antitrust Approvals in respect or any other Governmental Authority regarding any of the transactions contemplated herein hereby.
(and provide a copy thereof if such communication is in writingd) andFor purposes of this Agreement, subject to applicable Laws(i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect Division of the Antitrust Approvals. Each Party will consult with Department of Justice, the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect attorneys general of the Antitrust Approvals in several states of the United States and any other Governmental Authority having jurisdiction with respect of to the transactions contemplated herein hereby pursuant to applicable Antitrust Laws and give (ii) "ANTITRUST LAW" means the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the HSR Act, the Federal Trade Commission Act, as amended, European Antitrust Laws and all other Party (federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and 51 56 judicial doctrines, and other laws that are designed or its external counsel in respect intended to prohibit, restrict or regulate actions having the purpose or effect of competitively- - 44- NYC#: 148660.21 sensitive, privileged monopolization or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)restraint of trade.
Appears in 1 contract
Antitrust Laws. As soon (a) Subject to the other terms of this Section 8.8, each Party shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the date hereof, Execution Date. Each of the Parties shall prepare will (i) cause the Notification and file Report Forms required pursuant to the HSR Act with respect to the Antitrust Authorities, all materials and information required transactions contemplated hereby to be filed - 43- NYC#: 148660.21 with or provided to no later than fifteen (15) Business Days after the Antitrust Authorities Execution Date; (ii) as soon as reasonably practicable submit any other filings required pursuant to any other applicable Antitrust Laws that Buyer in its sole discretion deems necessary, proper and advisable; and (iii) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and other applicable Antitrust Law Laws with respect to the transactions contemplated as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Fifty percent (50%) of all filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be paid by Buyer and the other fifty percent (50%) of such filing fees shall be paid by the Company.
(b) Each of the Parties will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the each other in doing, all things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the Outside Date, the transactions contemplated by this Agreement, in accordance with the terms hereof, including obtaining all filing fees associated therewith paid necessary approvals, orders, permits or other consents of applicable Governmental Entities and expiration or termination of applicable waiting periods and to avoid any action or proceeding by, any Governmental Entity under any Antitrust Laws, necessary for the consummation of the transactions contemplated by Buyerthis Agreement. Buyer and the Sellers Company will furnish to each promptly supply any additional other such information and assistance as may be reasonably requested in connection with the foregoing, including by (i) timely furnishing to each other all information reasonably required to be included in such documents; (ii) giving the other Party prompt notice of the making or requested commencement of any request, inquiry, investigation, action or legal proceeding by an Antitrust Authority a Governmental Entity or other Person, in each case, with respect to the Merger, (iii) keeping the other Party informed as to the status of any such request, inquiry, investigation, action or legal proceeding; (iv) promptly providing the other with copies of all written communications to or from any Governmental Entity relating to any filings submitted in connection with the transactions contemplated by this Agreement; (v) responding promptly to and complying with any request for additional information or documentary materials under the HSR Act or other Antitrust Laws; (vi) keeping each other informed of any communication received or given to any Governmental Entity; (vii) consulting with and permitting the other to review in advance, considering in good faith and incorporating the other Party’s reasonable comments in any communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act or other competition filing; and (viii) permit the other to attend meetings and video or telephone conferences with any Governmental Entity, unless prohibited by such Governmental Entity, and each of the Parties shall request that the other Party be permitted to attend such meetings if so requested by such other Party; provided that materials required to be provided pursuant to this Section 8.8(b) may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address attorney-client or other privilege concerns. Any disclosures or provision of copies by one party to the other pursuant to this Section 8.8(b) may be restricted to outside counsel. Buyer agrees shall devise, control and determine the strategy and timing, if necessary, for obtaining any clearances, approvals or consents under any applicable Antitrust Laws, subject to good faith consultations with the Company.
(c) Notwithstanding anything to the contrary contained in Section 8.8(a) & (b) or elsewhere in this Agreement: (i) no Party shall have any obligation under this Agreement to (or to cause any of their respective Subsidiaries or Affiliates to): (A) propose, negotiate, agree or commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition or license (or similar arrangement) of, or limit such Party’s or any of its Subsidiaries’ or Affiliates’ freedom of action with respect to, and will cause any of the businesses, equity securities, product lines or assets of any such Party, any of its Subsidiaries or Affiliates toor any of the acquired entities, use reasonable commercial efforts or otherwise propose, proffer, accept or agree to take any and all actions necessary other undertaking, requirement, obligation, condition, limitation or restriction on any of the businesses, equity securities, product lines or assets of any such Party, any of its Subsidiaries or Affiliates or any of the acquired entities; (B) commence or contest any Proceeding relating to avoid, eliminate and resolve the transactions contemplated hereby or any and all impediments of the other transactions contemplated by this Agreement; (C) amend or modify any of their rights or obligations under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority this Agreement or any other Person agreement entered into in connection with respect the transactions contemplated hereby or any of the other transactions contemplated by this Agreement; or (D) directly or indirectly restructure, or commit to restructure, any of the transactions contemplated by this Agreement Agreement; and to obtain all consents(ii) the Company shall not, approvals and waivers under any Antitrust Law or shall ensure that the other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not acquired entities do not, agree to extend take any waiting period under any Antitrust Law and shall not engage of the actions described in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals clause “(i)” above without the prior written consent of the Buyer. Sellers shall not take The Parties have no obligation to litigate with any Governmental Entities or to oppose any enforcement action that will have the effect of delaying, impairing, or remove any court or regulatory orders impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right ability to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of consummate the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)hereby.
Appears in 1 contract
Samples: Business Combination Agreement (Thayer Ventures Acquisition Corp)
Antitrust Laws. As soon as possible after the date hereof, (a) Each of the Parties shall prepare will (i) cause the Notification and file with the Antitrust Authorities, all materials and information Report Forms required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law HSR Act with respect to the transactions contemplated hereby to be filed no later than ten (10) Business Days after the Effective Date; (ii) request early termination of the waiting period relating to such HSR Act filings (if available); (iii) make an appropriate response to any requests for additional information and documentary material made by this Agreementa Governmental Entity pursuant to the HSR Act; and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. All filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses.
(b) The Parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (including their respective Affiliates and representatives), as the case may be, and any third party or Governmental Entity with respect to such transactions. Each Party shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated hereby, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in any substantive meeting, conference or discussion, either in person or by telephone, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, hereby.
(c) Each Party shall use reasonable commercial best efforts to take any and all actions necessary to avoidresolve objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement hereby under the HSR Act, the Sxxxxxx Act, the Cxxxxxx Act, the Federal Trade Commission Act, and to obtain all consentsany other United States federal or state or foreign statutes, approvals and waivers under any Antitrust Law rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade regulation law that or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 8.8(c), each Party shall use reasonable best efforts to take such action as may be required by any to cause the expiration of the notice periods under the HSR Act or other Antitrust Authority or Governmental Authority Laws with respect to enable the Parties to close the such transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for possible after the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)Effective Date.
Appears in 1 contract
Samples: Business Combination Agreement (Roth CH Acquisition III Co)
Antitrust Laws. As soon as possible after the date hereof, the Parties (a) Each party hereto shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each take promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve make the filings required of it or any and all impediments of its Affiliates under any applicable Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person Laws in connection with this Agreement and the transactions contemplated hereby, including filing the Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to obtain all consentsresolve such objections, approvals and waivers under any Antitrust Law or other trade regulation law that if any, as may be required by any Antitrust Authority or Governmental Authority asserted with respect to enable the Parties to close the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as practicablethe case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall furnish be permitted to participate in all aspects of the defense of such information proceedings and assistance Purchaser shall use its best efforts to Buyer as Buyer may reasonably require prevail in the litigation. Purchaser shall be responsible for the purpose payment of obtaining its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Approvals. Sellers Authority to delay the Closing, and shall not agree to extend any waiting period under provide advance notice of the Closing, to any Antitrust Law and Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall not engage in promptly inform the other parties of any communications material communication made to, or enter into any negotiationsreceived by such party from, commitments or agreements with any Antitrust Authority or any other Governmental or Regulatory Authority with respect to the Antitrust Approvals without the prior written consent regarding any of the Buyer. Sellers transactions contemplated hereby; provided, however, that no party shall not be required to take any action that will have waiving the effect attorney-client privilege.
(e) Purchaser shall be responsible for the payment of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals Sellers’ and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions Company’s expenses in connection with obtaining the obtaining approval of any Antitrust Approvals (Authority, including providing legal fees and expenses, in substantially complying with any necessary information formal request for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any documentary material communication to such Party from any Antitrust Authority and in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion connection with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)litigation.
Appears in 1 contract
Antitrust Laws. As soon as possible (a) Each of Parent and the Company will (i) cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no later than ten (10) Business Days after the date hereofof execution of this Agreement, (ii) request early termination of the Parties shall prepare waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and file with the Antitrust Authorities, all materials and information required to documentary material that may be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities requested by a Governmental Entity pursuant to the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable Antitrust Law waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. If a Party or any of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Parent shall pay all fees or other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders.
(b) The Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Alta Company or Parent (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company, on the one hand, and Parent, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer .
(c) Each of Parent and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, Company shall use reasonable commercial best efforts to take any and all actions necessary to avoidresolve objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and to obtain all consentsany other United States federal or state or foreign statutes, approvals and waivers under any Antitrust Law rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade regulation law that or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 6.2(c), each of Parent and the Company shall use reasonable best efforts to take such action as may be required by any to cause the expiration of the notice periods under the HSR Act or other Antitrust Authority or Governmental Authority Laws with respect to enable the Parties to close the such transactions contemplated by this Agreement as promptly as practicablepossible after the execution of this Agreement. Sellers shall furnish such information In connection with and assistance to Buyer as Buyer may reasonably require for without limiting the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiationsforegoing, commitments or agreements with any Antitrust Authority or Governmental Authority with respect but subject to the Antitrust Approvals without other terms and conditions of this Section 6.2(c), provided, further, that in no event shall Parent or any of its Affiliates be required to effect or committing to effect, by consent decree, hold separate Orders, trust or otherwise the prior written consent sale, transfer or disposition of any of their respective assets or businesses or agree or otherwise commit to restrict the Buyer. Sellers shall not take current or future business of Parent or any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)Affiliates.
Appears in 1 contract
Antitrust Laws. As soon as possible (a) Each of Buyers and Sellers will (i) cause the Notification and Report Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no later than ten (10) Business Days after the date hereofof execution of this Agreement, (ii) request early termination of the Parties shall prepare waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and file with the Antitrust Authorities, all materials and information required to documentary material that may be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities requested by a Governmental Entity pursuant to the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of all applicable Antitrust Law waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as possible. The Parties shall use reasonable best efforts to obtain as soon as possible, and to cooperate with each other to obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. If a Party or any of its Affiliates receives any formal or informal request for supplemental information or documentary material (including any “second request” in connection with the HSR Act) from any Governmental Entity with respect to the transactions contemplated hereby, then such Party shall make, or cause to be made, as promptly as practicable, a response in compliance with such request. Buyers shall, and shall cause their Affiliates to, pay all fees and make other payments required by applicable Law (including the HSR Act) to any Governmental Entity in order to obtain any such approvals, consents, or orders.
(b) Seller Representative and Buyers shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications between Sellers or Buyers (including their respective Affiliates and representatives), as the case may be, and any third-party or Governmental Entity with respect to such transactions. Seller Representative, on the one hand, and Buyers, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, and consider in good faith the views and input of the other Party in connection with, any proposed material communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any substantive meeting, conference, or discussion, either in person or by telephone, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority Governmental Entity in connection with the transactions contemplated by this AgreementAgreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. Buyer agrees Buyers shall not, and shall cause their Affiliates not to, and will cause its Affiliates towithout the prior written consent of Seller Representative, use reasonable commercial efforts (i) “pull-and-refile,” pursuant to take 16 C.F.R. § 803.12, any and all actions necessary to avoidfiling made under the HSR Act, eliminate and resolve any and all impediments (ii) extend or restart the waiting, review or investigation period under any applicable Antitrust Law or other trade regulation law that (iii) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Entity to delay the consummation of, to extend the review or investigation period applicable to, or not to close before a certain date, the transactions contemplated hereby.
(c) Each of Buyers and Sellers shall use reasonable best efforts to resolve objections, if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed or intended to obtain prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition (collectively, the “Antitrust Laws”). Each of Buyers and Sellers shall use reasonable best efforts to take such action as may be required to cause the expiration or termination of all consentswaiting or notice periods under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as soon as possible after the execution of this Agreement.
(d) In connection with and without limiting the foregoing, approvals Buyers agree to take promptly any and waivers all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law or other trade regulation law Laws that may be required asserted by any Antitrust Authority Governmental Entity or Governmental Authority other Person so as to enable the Parties to close the transactions contemplated by this Agreement as promptly soon as practicable. Sellers shall furnish possible (and in any event no later than the Outside Date), including taking all such information and assistance action as may be necessary or advisable to Buyer resolve such objections, if any, as Buyer any Governmental Entity or other Person may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period assert under any applicable Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority Laws with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers transactions contemplated hereby provided, however, that Buyers shall not take be required to divest any action that will have assets. At the effect request of delayingSeller Representative, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that each Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the aboveshall, and subject to applicable Lawsshall cause their Affiliates to, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable best efforts to cooperate with vigorously contest, resist, defend, litigate on the merits and assist such Party in appeal, including through the preparation and making issuance of all such filingsa final, applications and submissions in connection with non-appealable order or other Law, any Proceeding brought by a Governmental Entity or other Person, whether judicial or administrative, challenging or seeking to delay, restrain or prohibit the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein (hereby. For the avoidance of doubt and provide a copy thereof if such communication is notwithstanding anything to the contrary contained in writing) andthis Agreement, subject to applicable Laws, provide and without limiting the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect generality of the foregoing, Buyers shall, and shall cause their Affiliates to, if necessary to eliminate any impediment under the HSR Act or any other Antitrust Approvals. Each Party will consult Law that is asserted by any Governmental Entity or any other Person, offer, propose, negotiate, agree and commit to and effect, by consent decree, hold separate order or otherwise, (i) conduct of business restrictions, including restrictions on Buyers’ or their Affiliates’ ability to manage, operate or own any assets, businesses or interests, and (ii) any other change or restructuring of Buyers, Buyers’ Affiliates or the Acquired Entities and other actions and non-actions with respect to assets, businesses or interests of Buyers, Buyers’ Affiliates or the other Party Acquired Entities.
(e) Buyers shall not, and shall cause their Affiliates not to, acquire or its external counsel in respect of competitively-sensitiveagree to acquire, privileged by merging with or confidential matters) prior to participating in any substantive meeting into or discussion with any Antitrust Authority in respect consolidating with, or by purchasing a portion of the Antitrust Approvals assets of or equity in, or by any other manner, any Person, or otherwise acquire or agree to acquire any assets or Equity Interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, could (i) impose material delay in respect the obtaining of, or increase the risk of not obtaining, any clearances, approvals or consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order or other Law prohibiting the consummation of the transactions contemplated herein and give by this Agreement; (iii) materially increase the risk of not being able to remove any such order or other Party Law on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement; provided, that the foregoing clauses (i) through (iv) shall not apply to any acquisition of the interests of Crestwood Permian Basin Holdings LLC by Affiliates of Buyers from FR XIII Crestwood Permian Basin Holdings LLC or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)Affiliates.
Appears in 1 contract
Samples: Equity Purchase Agreement (Crestwood Equity Partners LP)
Antitrust Laws. As soon as possible after the date hereofThe Buyer shall consult and cooperate with Seller Parent, the Parties shall prepare and file consider in good faith Seller Parent’s views, in connection with the any analyses, appearances, meetings, 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 any Antitrust AuthoritiesLaw; provided, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law however, that, with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, the transactions contemplated by this AgreementBuyer need not supply Seller Parent with copies (or in case of oral presentations, a summary). The Buyer will promptly provide Seller Parent with all filing information necessary for Seller Parent to submit filings required by any Antitrust Law, and any information necessary to respond to any supplemental requests for information by any Governmental Authority. The Buyer shall pay all fees associated therewith paid by Buyerand expenses of filings under any Antitrust Law. The Buyer and will notify Seller Parent promptly upon the Sellers will each promptly supply receipt of (i) any additional information as may be required or requested by an Antitrust comments from any officials of any Governmental Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments filings made under any Antitrust Law and (ii) any request by any officials of any Governmental Authority for amendments or other trade regulation law supplements to any filings made pursuant to, or information provided to comply with, any Antitrust Laws in all material respects. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made under an Antitrust Law, the Buyer will promptly inform Seller Parent of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. The Buyer shall use its reasonable efforts to resolve such objections, if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and under the Antitrust Laws. The Buyer shall use its reasonable efforts to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that take such action as may be required by any to cause the expiration or termination of the waiting or notice periods under the HSR Act or other Antitrust Authority or Governmental Authority Laws with respect to enable the Parties to close the such transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for possible after the purpose execution of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvalsthis Agreement. Notwithstanding the aboveforegoing or any other provision of this Agreement, and subject nothing in this Section 6.1 shall limit the Buyer’s right to applicable Laws, each Party will provide terminate this Agreement pursuant to Section 11.2 so long as the other Party (or Buyer has until such date complied in all material respects with its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)obligations under this Section 6.1.
Appears in 1 contract
Samples: Asset Purchase Agreement (Federal Signal Corp /De/)
Antitrust Laws. As soon as possible after (i) Each party hereto shall (A) file the Notification and Report Form required under the HSR Act with respect to the Merger with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission no later than ten (10) Business Days following the date hereof, and request early termination of the Parties shall prepare waiting period therein, (B) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Subsidiaries from any Antitrust Authority and file (C) cooperate with one another in connection with the Antitrust Authorities, all materials preparation of their respective Notification and information required to be filed - 43- NYC#: 148660.21 Report Forms and in connection with resolving any investigation or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to other inquiry concerning the transactions contemplated by this Agreement, with all Agreement initiated by any Antitrust Authority.
(ii) All filing fees associated therewith payable under the HSR Act shall be borne equally and paid when due by Buyer. Buyer the Company, on the one hand, and Parent and Merger Sub, on the Sellers will each promptly supply any additional information other hand.
(iii) Each party hereto shall use its best efforts (which shall include litigation) to resolve such objections, if any, as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law Law. In the context of this Section 4.5(d)(iii), “best efforts” shall include, without limitation, the following:
(A) if Parent or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, Parent and the Company shall substantially comply with such formal request within sixty (60) days following the date of its receipt thereof;
(B) Each of Parent and the Company shall promptly respond to any request from the other trade regulation law for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that may access to any such filing, information or documentation will, at such party’s request be required restricted to such other parties’ outside counsel and economists or advisers retained by such counsel;
(C) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby;
(D) Parent at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or Governmental Authority terminating any applicable waiting period, including agreeing to enable hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Parent, the Parties Company or any of its Affiliates, it being understood that Parent shall be permitted to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining negotiate in good faith with the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with Authorities;
(E) In the event any Antitrust Authority initiates a proceeding before any court, commission, quasi-judicial or Governmental Authority with respect to the Antitrust Approvals without the prior written consent administrative agency of the Buyer. Sellers shall not take any action that will have the effect of delayingfederal, impairingstate, local, or impeding foreign jurisdiction seeking to restrain, enjoin or prohibit the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel Merger, Parent shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with prevent the entry of any order restraining, enjoining or prohibiting the Merger, including by retaining all appropriate expert witnesses and assist consultants. The Company shall be permitted to participate in all aspects of the defense of such Party proceedings and Parent shall use its best efforts to prevail in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information proceedings. Parent shall be responsible for the completion payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such filings, applications order.
(F) Parent shall not unilaterally withdraw its Notification and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect Report Form without the consent of the Antitrust Approvals)Company and the Company agrees that such consent shall not be unreasonably withheld. Each Party will promptly notify In the other Party event that Parent withdraws its Notification and Report Form, the parties agree that the applicable Notification and Report Form shall be re-filed within two (or its external counsel with respect to competitively-sensitive, privileged or confidential materials2) any material communication to such Party from any Antitrust Authority in respect Business Days of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if date such communication Form is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)withdrawn.
Appears in 1 contract
Antitrust Laws. As soon as possible after (a) Each party hereto shall (i) take promptly (but in no event later than 10 days following the date hereof, of this Agreement as to initial filings) all actions necessary to make the Parties shall prepare and file with the Antitrust Authorities, all materials and information filings required to be filed - 43- NYC#: 148660.21 with of it or provided to the Antitrust Authorities pursuant to the any of its Affiliates under any applicable Antitrust Law Laws in connection with respect to this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this AgreementAgreement initiated by any Antitrust Authority.
(b) Each party hereto shall use its reasonable best efforts to resolve such objections, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information if any, as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law Law; provided, however, that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers Company shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiationsnot, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that will have that, in the effect reasonable discretion of delayingParent, impairingmaterially limits its ability to conduct the business or its ability to retain, the Company or impeding the receipt any of its affiliates or any material portion of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel assets of the Company.
(c) Each party hereto shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide promptly inform the other Party (or its external counsel in respect parties of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to made to, or received by such Party from party from, any Antitrust Authority in respect of the Antitrust Approvals in respect or any other Governmental Authority regarding any of the transactions contemplated herein hereby.
(and provide a copy thereof if such communication is in writingd) andFor purposes of this Agreement, subject to applicable Laws(i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect Division of the Antitrust Approvals. Each Party will consult with Department of Justice, the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect attorneys general of the Antitrust Approvals in several states of the United States and any other Governmental Authority having jurisdiction with respect of to the transactions contemplated herein hereby pursuant to applicable Antitrust Laws and give (ii) "ANTITRUST LAW" means the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Party (federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or its external counsel in respect intended to prohibit, restrict or regulate actions having the purpose or effect of competitively- - 44- NYC#: 148660.21 sensitive, privileged monopolization or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)restraint of trade.
Appears in 1 contract
Samples: Merger Agreement (Southdown Inc)
Antitrust Laws. As soon as possible after the date hereof, the Parties (a) The Sellers shall prepare timely and file with the Antitrust Authorities, promptly make all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as filings which may be required or requested by an Antitrust Authority it in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to consummation of the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers hereby under any the Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicableImprovements Act. The Sellers shall furnish to Buyer such necessary information and assistance to Buyer as Buyer may reasonably require for request in connection with Buyer's preparation of any necessary filings or submissions by it to any governmental agency, including, without limitation, any filings necessary under the purpose provisions of obtaining the Antitrust ApprovalsImprovements Act. The Sellers shall not agree provide Buyer with the opportunity to extend any waiting period under any make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between the Sellers or their representatives, on the one hand, and the Federal Trade Commission ("FTC"), the Antitrust Law and shall not engage in any communications Division of the United States Department of Justice (the "Antitrust Division") or enter into any negotiationsmembers of their respective staffs, commitments or agreements with any Antitrust Authority or Governmental Authority on the other hand, with respect to this Agreement or the Antitrust Approvals without the prior written consent of the Buyer. Sellers transactions contemplated hereby.
(b) Buyer shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree timely and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on promptly make all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions filings which are required by it in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein (hereby under the Antitrust Improvements Act. Buyer shall furnish to the Sellers such necessary information and provide a copy thereof if such communication is assistance as the Sellers may reasonably request in writing) and, subject to applicable Laws, provide connection with the other Party (Sellers' preparation of any necessary filings or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication submissions by it to any such Antitrust Authority in respect governmental agency, including, without limitation, any filings necessary under the provisions of the Antitrust ApprovalsImprovements Act. Each Party will consult Buyer shall provide the Sellers with the other Party opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between Buyer or its external counsel in respect of competitively-sensitiverepresentatives, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of on the one hand, and the FTC, the Antitrust Approvals in Division or members of their respective staffs, on the other hand, with respect of to this Agreement or the transactions contemplated herein hereby. The filing fees for all filings required by the Antitrust Improvements Act under this Section 4.4 and give the other Party (expenses for complying with any request of the FTC or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend Antitrust Division shall be borne equally by Buyer and participate thereat (if such attendance and participation is permitted)Sellers.
Appears in 1 contract
Antitrust Laws. As soon as possible after the date hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law (a) If a filing with respect to the transactions contemplated Merger is required under the HSR Act, each of Company and Parent shall cause to be made an appropriate filing of all pre-merger notification and report forms pursuant to the HSR Act no later than ten (10) Business Days after the date of the Agreement. Each such filing shall request early termination of the waiting period imposed by this Agreementthe HSR Act. Prior to making any filing pursuant to the HSR Act, each of Company and Parent shall provide the other Party with all filing fees associated therewith paid by Buyerdrafts thereof and afford the other Party a reasonable opportunity to comment on such drafts. Buyer Company and Parent shall use their respective commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Sellers will each promptly supply any Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as may be required or requested by an Antitrust promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters; provided, that nothing contained in this Agreement shall be deemed to preclude either Company or Parent from negotiating reasonably and in good faith with any Governmental Authority regarding the transactions contemplated scope and content of any such requested information or documentation, provided that such negotiations are conducted promptly and diligently. Company and Parent shall use their respective commercially reasonable efforts to overcome any objections that may be raised by this Agreementthe FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Buyer agrees toEach of Parent and Company shall keep the other Party promptly apprised of any communications with, and will cause inquiries or requests for information from, any such Governmental Authority, including promptly providing to the other Party copies of any such written communications, and shall consult with the other Party in advance of any meeting or conference with any such Governmental Authority (and to the extent permitted by the applicable Governmental Authority, give the other Party the opportunity to attend and participate in any such meeting or conference).
(b) Each of the Parties shall use its Affiliates to, use commercially reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law objections that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law Law. In connection with the foregoing, if any Proceeding is instituted or threatened to be instituted challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of the Parties shall cooperate in good faith in all respects with each other and use its respective commercially reasonable efforts to contest and resist any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other trade regulation law order, whether temporary, preliminary or permanent, that may be required by any Antitrust Authority is in effect and that prohibits, prevents or Governmental Authority to enable the Parties to close restricts consummation of the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for Agreement, including vigorously defending on the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend merits any waiting period under any Antitrust Law and shall not engage claim asserted in any communications forum by any Person through a final and nonappealable judgment.
(c) Nothing in this Section 7.8 shall require, or enter into any negotiationsbe construed to require, commitments or agreements with any Antitrust Authority or Governmental Authority with respect Parent to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have which could, in the effect of delaying, impairing, or impeding the receipt reasonable judgment of the Antitrust Approvals. Sellers agree board of directors of Parent, materially and acknowledge that Buyer and its external counsel shall have adversely impact the sole right economic or business benefits to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect Parent of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)by this Agreement.
Appears in 1 contract
Antitrust Laws. As soon as possible after the date hereof, (a) Each of the Parties shall prepare will: (i) cause the Notification and file with the Antitrust Authorities, all materials and information Report Forms required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law HSR Act with respect to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer and Transactions to be filed no later than ten Business Days after the Sellers will each promptly supply Effective Date; (ii) request early termination of the waiting period relating to such HSR Act filings (if available); (iii) make an appropriate response to any requests for additional information and documentary material made by a Governmental Entity pursuant to the HSR Act; and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the Transactions as may be required soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or requested by an Antitrust Authority non-actions of any Governmental Entity in connection with the transactions contemplated above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the Transactions. All filing fees required by this Agreement. Buyer agrees toapplicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses.
(b) The Parties shall keep each other apprised of the status of matters relating to the completion of the Transactions and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (including their respective Affiliates and representatives), as the case may be, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority third party or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicablesuch transactions. Sellers Each Party shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide give the other Party (or and its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review in advance, to the extent permissible, and comment on all filings, applications consider in good faith the views and submissions with Antitrust Authorities in respect input of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filingswith, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed material written material communication to any such Antitrust Authority in respect of Governmental Entity relating to the Antitrust Approvals. Each Party will consult with Transactions, and to the other Party (or its external counsel in respect of competitively-sensitiveextent reasonably practicable, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) party the opportunity to attend and participate thereat in any substantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactions.
(c) Each Party shall use reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act, and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 9.7, each Party shall use reasonable best efforts to take such attendance and participation is permitted)action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the Effective Date.
Appears in 1 contract
Samples: Business Combination Agreement (MDH Acquisition Corp.)
Antitrust Laws. As soon as possible after the date hereof, the Parties (a) Each party hereto shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve make the filings required of it or any and all impediments of its Affiliates under any applicable Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person Laws in connection with this Agreement and the transactions contemplated hereby, including filing the Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof. The parties hereto agree to request early termination of the applicable waiting period under the HSR Act. Between the date hereof and the Closing Date, Purchaser, on the one hand, and Sellers, on the other hand, agree to cooperate with each other and to obtain take all consentsactions reasonably requested by the other to enable early termination of any applicable waiting period under the HSR Act.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, approvals Council Regulation (EEC) No. 4064/189, the HSR Act and waivers under any other Antitrust Law or other trade regulation law that Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as may be required by any Antitrust Authority or Governmental Authority asserted with respect to enable the Parties to close the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include;
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) promptly upon any filing, Purchaser or Sellers, as practicablethe case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided, that access to any such filing, information or documentation shall, at such party’s request, be re- stricted to such other party’s outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser, at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, Sellers, the EDP Companies or any of their respective Affiliates;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Equity Interests or the Singapore Assets, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Equity Interests or the Singapore Assets, including by retaining all appropriate expert witnesses and consultants. Sellers shall furnish be permitted to participate in all aspects of the defense of such information proceedings and assistance Purchaser shall use its best efforts to Buyer as Buyer may reasonably require prevail in the litigation. Purchaser shall be responsible for the purpose payment of obtaining its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Approvals. Sellers Authority to delay the Closing, and shall not agree to extend any waiting period under provide advance notice of the Closing to any Antitrust Law and Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall not engage in promptly inform the other parties of any communications material communication made to, or enter into any negotiationsreceived by such party from, commitments or agreements with any Antitrust Authority or any other Governmental or Regulatory Authority with respect to the Antitrust Approvals without the prior written consent regarding any of the Buyer. Sellers transactions contemplated hereby and shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) party with a copy of any such written communication unless the receiving party believes in good faith that doing so would be prohibited by applicable Laws or if, in the reasonable opportunity judgment of such party’s legal counsel, providing such copy could materially and adversely affect such party’s efforts to review and comment on all filings, applications and submissions with Antitrust Authorities in respect obtain approval of the Antitrust Approvals transactions contemplated hereby.
(e) Purchaser shall be responsible for the payment of Sellers’ and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions EDP Companies’ expenses in connection with obtaining the obtaining approval of any Antitrust Approvals (Authority, including providing legal fees and expenses, in substantially complying with any necessary information formal request for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any documentary material communication to such Party from any Antitrust Authority and in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion connection with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)litigation.
Appears in 1 contract
Antitrust Laws. As soon Each of Buyer and the Company shall: (a) as possible promptly as practicable, but in no event later than ten Business Days after the date hereof, the Parties shall prepare and take all actions necessary to file with the Antitrust Authorities, all materials and information required or cause to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities Notification and Report Forms required pursuant to the HSR Act (and, in connection therewith, such Parties shall request early termination to the extent permitted by the FTC or DOJ); (b) take all actions necessary to cause the expiration or termination of the applicable Antitrust Law waiting period under the HSR Act and obtain any other consents required from any Governmental Authority or authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (c) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by this Agreementit or any of its Affiliates from any Antitrust Authority; provided that in the event that the FTC or DOJ is closed or not accepting such filings under the HSR Act (“Government Closure”) at any time during the Antitrust Filing Period, with all filing fees associated therewith paid such Antitrust Filing Period shall be extended, day-for-day, for each Business Day the Government Closure is in effect. If, prior to the Closing a merger control inquiry is initiated by Buyera Governmental Authority listed in Schedule 6.4, approval in that jurisdiction, or confirmation that the inquiry has ended (for which an email from the Governmental Authority stating that it has no further questions will be sufficient), will be deemed a condition to the Parties’ obligation to effect the Closing under Section 2.7(a). Each of Buyer and the Sellers will Company shall: (i) promptly notify each promptly supply other of any additional information written communication made to or received by Buyer or the Company, as the case may be required be, from any Antitrust Authority regarding any of the transactions contemplated hereby; (ii) subject to applicable Law, permit each other to review in advance any proposed written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (iii) not agree to participate in any substantive meeting or requested by an discussion with any such Antitrust Authority in connection with respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by this Agreement. Buyer agrees tosuch Antitrust Authority, gives the other Party the opportunity to attend; and (iv) furnish each other with copies of all correspondence, filings and written communications between such Party and their Affiliates and their respective Representatives, on one hand, and will cause any such Antitrust Authority or its Affiliates torespective staff, use reasonable commercial efforts on the other hand, in each case, with respect to take any this Agreement and all actions the transactions contemplated hereby; provided, however, that the Parties shall not be required to share filings made under the HSR Act; and provided, further that materials may be redacted before being provided to the other Party (A) to remove references concerning the valuation of the Company or Buyer’s future plans for the Company, (B) as necessary to avoidcomply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns. Without limiting the foregoing, Buyer shall take all steps necessary or prudently advisable to avoid or eliminate and resolve any and all impediments impediment under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority so as to enable the Parties hereto to close the transactions contemplated by this Agreement as promptly as practicablepossible and avoid any lawsuit by any Governmental Authority which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Sellers Buyer’s obligations hereunder shall furnish such information include Buyer and assistance its Affiliates proposing or agreeing to sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company Group or any of their respective Affiliates, and taking any other actions as may be requested or required by the United States Department of Justice Antitrust Division or the United States Federal Trade Commission or any other Governmental Authority, in each case, to permit the closing of the transactions contemplated by this Agreement as promptly as practicable after the date hereof and in any event prior to the Outside Date, including contesting administratively or in court, any ruling, order or other action of any Antitrust Authority or any other Person in respect of the transactions contemplated by this Agreement, provided that, notwithstanding anything in this Agreement to the contrary, neither Buyer nor any of its Affiliates shall be required to take, or cause to be taken, any action or actions that, individually or in the aggregate, would have or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of (x) the Business or the Company Group, taken as a whole, or (y) Buyer and its Affiliates, taken as a whole (but deemed for purposes of this clause (y) to be a Person 100% of the size of the Business) (any of the foregoing, a “Burdensome Effect”). Prior to the Closing, Seller and the Company Group will provide all reasonable cooperation requested to assist Buyer in connection with any sale, hold separate, divestiture, discontinuance or limit, or any other action as may reasonably require for be required or required by the purpose United States Department of obtaining Justice Antitrust Division or the United States Federal Trade Commission or any other Governmental Authority, involving the Company Group. Buyer and the Company shall not, and shall cause its respective Affiliates not to, enter into any agreement with any Antitrust Approvals. Sellers shall not agree to Authority or extend any waiting period under the HSR Act or any other Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals Laws without the prior written consent of the Buyerother Party (such consent not be unreasonably conditioned, delayed or withheld). Sellers Buyer shall not (and shall cause its Affiliates not to) take or fail to take any action that will have is intended to or has (or would reasonably be expected to have) the effect of delayingpreventing, impairing, or impeding materially delaying (x) the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein by this Agreement, including (and provide a copy thereof if such communication is 1) imposing any material delay in writing) andthe obtaining of, subject to applicable Lawsor materially increasing the risk of not obtaining, provide the other Party (any authorization, consent, order, declaration or its external counsel in respect approval of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect necessary to consummate the Share Purchase or the expiration or termination of any applicable waiting period, (2) materially increasing the risk of any Antitrust Authority entering an order prohibiting the consummation of the Antitrust Approvals Share Purchase, (3) materially increasing the risk of not being able to remove any such order on appeal or otherwise or (4) materially delaying or preventing the consummation of the Share Purchase or (y) the ability of Buyer to fully perform its covenants and other obligations in respect this Agreement. To the extent not in conflict with the foregoing or anything else in this Agreement, Buyer shall have the right to determine the strategy regarding authorizations, consents, orders, declarations or approvals of any Governmental Authority or the expiration or termination of any applicable waiting period necessary to consummate the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)by this Agreement.
Appears in 1 contract
Antitrust Laws. As soon as possible after (a) Each party hereto shall (i) take promptly (but in no event later than five business days following the date hereof, of this Agreement as to initial filings) all actions necessary to make the Parties shall prepare and file with the Antitrust Authorities, all materials and information filings required to be filed - 43- NYC#: 148660.21 with of it or provided to the Antitrust Authorities pursuant to the any of its Affiliates under any applicable Antitrust Law Laws in connection with respect to this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this AgreementAgreement initiated by any Antitrust Authority.
(b) Each party hereto shall use its commercially reasonable best efforts to resolve such objections, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information if any, as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law Law, including, if necessary, agreeing to or other trade regulation law that causing the 44 49 divestiture of nonmaterial assets. In the event that, notwithstanding each party's commercially reasonable best efforts, the requisite approval of Canadian Antitrust Authorities cannot be obtained, and as a result thereof the sole remaining condition to Consummation of the Offer is the condition set forth in clause (a)(ii) of Annex I with respect to the approval of Canadian Antitrust Authorities, then (i) the Company shall have the right to agree to or cause the divestiture of the Company's Canadian assets in such manner as may be required permitted by Canadian Antitrust Law and (ii) upon the earlier to occur of such agreement or the consummation of such divestiture the condition set forth in clause (a)(ii) of Annex I with respect to the approval of Canadian Antitrust Authorities shall no longer apply and shall be deemed satisfied.
(c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority to enable the Parties to close regarding any of the transactions contemplated by hereby.
(d) For purposes of this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for Agreement, (i) "ANTITRUST AUTHORITIES" means the purpose of obtaining Federal Trade Commission, the Antitrust Approvals. Sellers shall not agree to extend Division of the Department of Justice, the attorneys general of the several states of the United States and any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or other Governmental Authority having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Approvals without Laws and (ii) "ANTITRUST LAW" means the prior written consent of Sherxxx Xxx, as amended, the Buyer. Sellers shall not take any action Clayxxx Xxx, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act (Canada), as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that will have are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of delaying, impairing, monopolization or impeding the receipt restraint of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)trade.
Appears in 1 contract
Antitrust Laws. As soon as possible after (a) Subject to the date hereofterms and conditions of this Agreement (including Section 6.5(a)), each of Parent, Merger Sub and the Parties Company shall prepare and file cooperate with the Antitrust Authoritiesother parties and use (and shall cause their respective subsidiaries to use) their reasonable best efforts to promptly (i) take, or cause to be taken, all materials actions, and information required do, or cause to be filed - 43- NYC#: 148660.21 with done, all things, necessary, proper or provided advisable to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to consummate and make effective the transactions contemplated by this Agreementhereby, with including preparing and filing promptly and fully all filing fees associated therewith paid by Buyer. Buyer documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and the Sellers will each promptly supply other documents (including any additional information as may be required or requested by an recommended filings under applicable Antitrust Authority in connection with Laws), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Buyer agrees toFor purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and will all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or prevention or lessening of competition through merger or acquisition.
(b) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take, or cause its Affiliates toto be taken, use all other commercially reasonable commercial efforts actions consistent with this Section 6.12 necessary to take cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent shall be solely responsible for any and all actions necessary filing fees due under the HSR Act in connection with the filing described above and neither the Company nor any Securityholders shall have any liability with respect to avoidthe payment of such filing fees other than its own internal costs as well as costs and expenses of its advisors in connection therewith.
(c) Each of Parent, eliminate Merger Sub and resolve the Company shall (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the transactions contemplated hereby and all impediments under in connection with any Antitrust Law investigation or other trade regulation law inquiry by or before a Governmental Entity relating to the transactions contemplated hereby, including any proceeding initiated by a private party, (ii) respond promptly to any request for information from a Governmental Entity in relation to the transactions contemplated hereby, (iii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iv) provide the other party with an opportunity to participate in any material meetings with the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity, subject to applicable law, and provide the other party with an opportunity to review and provide comments on any material draft submissions, filings or other communications to be provided to the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity (any information contained in such draft submissions, filing or other communications that is competitively sensitive may be redacted from the version provided to the receiving party, subject to a non-redacted version being provided to the receiving party’s external counsel), and such providing party shall give due consideration to the comments received.
(d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.12, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Antitrust Authority a Governmental Entity or Governmental Authority or any other Person with respect to the transactions contemplated by hereby; provided, however, that nothing in this Agreement and Section 6.12 shall require Parent to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend dispose or divest any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party Parent’s (or its external counsel affiliates) or the Company’s (or the Subsidiaries) assets, businesses or product lines, or to enter into a hold separate arrangement.
(e) Each of Parent’s, Merger Sub’s and the Company’s obligations under this Section 6.12(e) shall include, without limitation, but subject to the limitation set forth in respect of competitively-sensitiveSection 6.12(d), privileged (i) the obligation to use its reasonable best efforts to defend any lawsuits or confidential matters) with a reasonable opportunity to review and comment on all filingsother legal proceedings, applications and submissions with Antitrust Authorities in respect whether judicial or administrative, challenging consummation of the Antitrust Approvals and Merger or the other Party will use its commercially reasonable efforts transactions contemplated hereby, including seeking to cooperate with and assist such Party in avoid the preparation and making of all such filingsentry of, applications and submissions in connection with or have reversed, terminated or vacated, any stay or other injunctive relief which could prevent or delay the obtaining of Antitrust Approvals (including providing any necessary information for Merger or the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein hereby and (ii) the obligation to use its reasonable best efforts to avoid or eliminate each impediment to satisfying the condition set forth in Section 7.1(a), in each of clauses (i) and provide a copy thereof if such communication (ii) so as to enable the Closing to occur as promptly as is reasonably practicable, but in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) event prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)Outside Date.
Appears in 1 contract
Antitrust Laws. As soon as possible after Under the date hereofprovisions of the HSR Act applicable to the Offer, the Parties shall prepare acquisition of Shares under the Offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by the Parent of a Notification and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law Report Form with respect to the transactions contemplated Offer, unless the Parent receives a request for additional information or documentary material from the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by this Agreementthe Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with all filing fees associated therewith paid by Buyerthe consent of the Parent. Buyer In practice, complying with a request for additional information or material can take a significant amount of time. Pursuant to the HSR Act, the Parent will file, as promptly as practicable on or following the date hereof with the Antitrust Division and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees toFTC, a Notification and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions contemplated such as the proposed acquisition of the Company by this Agreement the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets of the Company or its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of publicly available information relating to the business in which the Parent and the Company are engaged, the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser will not violate the antitrust laws. There can be no assurance that a challenge to obtain all consentsthe Offer on antitrust grounds will not be made or, approvals and waivers under any Antitrust Law or other trade regulation law if such a challenge is made, of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require extended for the purpose of obtaining purchasing margin stock (including the Antitrust ApprovalsShares) if such credit is secured by directly or indirectly by margin stock. Sellers shall The Purchaser and the Parent believe that the financing of the acquisition of the Shares will not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect be subject to the Antitrust Approvals without the prior written consent of the Buyermargin regulations. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)16.
Appears in 1 contract
Samples: Acquisition Agreement (Whitehall Street Real Estate Limited Partnership Vii)
Antitrust Laws. As soon as possible after the date hereof, (a) Each of the Parties shall prepare will (i) cause the Notification and file with the Antitrust Authorities, all materials and information Report Forms required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law HSR Act with respect to the transactions contemplated hereby to be filed no later than twenty (20) Business Days after the Effective Date; (ii) request early termination of the waiting period relating to such HSR Act filings; (iii) make an appropriate response to any requests for additional information and documentary material made by this Agreementa Governmental Entity pursuant to the HSR Act; and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated hereby. All filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses.
(b) The Parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby and, to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. Each Party shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated hereby, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in any substantive meeting, conference or discussion, either in person or by telephone, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, hereby.
(c) Each Party shall use reasonable commercial best efforts to take any and all actions necessary to avoidresolve objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement hereby under the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act, and to obtain all consentsany other United States federal or state or foreign statutes, approvals and waivers under any Antitrust Law rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade regulation law that or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 8.8(c), each Party shall use reasonable best efforts to take such action as may be required by any to cause the expiration of the notice periods under the HSR Act or other Antitrust Authority or Governmental Authority Laws with respect to enable the Parties to close the such transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for possible after the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)Effective Date.
Appears in 1 contract
Samples: Business Combination Agreement (CC Neuberger Principal Holdings I)
Antitrust Laws. As Buyer, Merger Sub and the Company agree to make, and to cause their Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act, the German Anti-Trust Law and any other applicable antitrust Laws as soon as possible practicable and no later than five Business Days after the date hereofof this Agreement, which filings shall include a request for early termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act, the Parties German Anti-Trust Law and any other antitrust Laws. Buyer, Merger Sub and the Company shall, and shall prepare cause their Affiliates to, comply at the earliest practicable date with any request under the Xxxx-Xxxxx-Xxxxxx Act, the German Anti-Trust Law or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. Buyer, Merger Sub and file with the Antitrust AuthoritiesCompany shall, all materials and information required shall cause their Affiliates to, (i) use their commercially reasonable efforts to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law resolve as soon as practicable any objections asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this AgreementTransactions and (ii) take all actions necessary to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals under the Xxxx-Xxxxx-Xxxxxx Act, with all filing fees associated therewith paid by the German Anti-Trust Law and any other applicable antitrust Laws (collectively, the "Antitrust Conditions") as promptly as practicable; provided that neither Buyer, Merger Sub or the Company shall have any obligation to agree to any structural or conduct remedy or to litigate. Buyer shall, and shall cause its Affiliates to, coordinate and cooperate with the Company, and the Sellers will Company shall, and shall cause its Affiliates to, coordinate and cooperate with Buyer, in each case, in connection with their efforts to satisfy the Antitrust Conditions, including (A) cooperating in all respects with the other Party in connection with any investigation or other inquiry, (B) keeping the other Party promptly supply informed of any additional information as may material communication received by Buyer or any of its Affiliates, or Company or any of its Affiliates, from any Governmental Authority, including the Federal Trade Commission, the U.S. Department of Justice or any similar foreign Governmental Authority, regarding any of the Transactions, (C) providing the other Party and its advisors with a reasonable opportunity to (x) review the content of any communication, presentations, white papers or other written materials to be required submitted to any Governmental Authority in advance of any such submission, (y) consult with the other Party prior to any meeting or requested conference with any Governmental Authority, and (z) to the extent permitted by an Antitrust such Governmental Authority, attend and participate in such meetings or conferences. Buyer shall, in all cases act in good faith and in consultation with the Company to (1) determine timing and strategy and control the final content of any substantive oral or written communications with any applicable Governmental Authority in connection with the transactions contemplated by this Agreement. Buyer agrees toAntitrust Conditions, and will cause its Affiliates to, use reasonable commercial efforts to take any (2) lead all proceedings and coordinate all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person activities with respect to the transactions contemplated by this Agreement and to obtain all seeking any actions, consents, approvals and or waivers under of any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information Conditions. Buyer and the Company shall be equally responsible for the completion payment of such filingsall filing fees under the Xxxx-Xxxxx-Xxxxxx Act, applications the German Anti-Trust Law and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable antitrust Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted).
Appears in 1 contract
Samples: Stock Purchase Agreement and Agreement and Plan of Merger (PERRIGO Co PLC)
Antitrust Laws. As soon as possible after the date hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to the transactions contemplated by this Agreement, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply Seller agree to make, and to cause their Affiliates to make, any additional information necessary filings under any applicable Competition Law as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by soon as practicable after execution of this Agreement. Buyer agrees Each Party will, and will cause its Affiliates to, comply at the earliest practicable date with any request under any applicable Competition Law to provide information, documents or other materials requested by any Governmental Authority. Each Party will, and will cause its Affiliates to, use their commercially reasonable commercial efforts to take any and all actions necessary to avoid(i) resolve as soon as practicable objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be if any, asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to this Agreement or the transactions contemplated by this Agreement and (ii) obtain expiration of the applicable waiting period and all requisite clearances and approvals under such applicable Competition Laws (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or before March 15, 2022 (or until June 15, 2022, if Buyer’s Board of Directors (in its sole discretion) has extended the period of time to obtain all consentsconsummate a business combination in accordance with its Organizational Documents, approvals or such later date as Buyer (under the authority of its Board of Directors) and waivers under any Antitrust Law or other trade regulation law that the Seller may be required mutually agree, the “End Date”), without challenge by any Antitrust Authority or Governmental Authority, and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to enable the Parties to close this Agreement or the transactions contemplated by this Agreement as promptly as practicableAgreement. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers shall not take any action that will have the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable LawsFurther, each Party will, and will provide cause its Affiliates to, coordinate and cooperate with the other Parties in connection with their efforts to satisfy the Antitrust Conditions or otherwise in connection with the requirements of this Section 6.03(b), including (A) cooperating in all respects with the other Parties in connection with any investigation or other inquiry, (B) keeping the other Parties promptly informed of any material communication received by such Party or any of its Affiliates from any Governmental Authority regarding any of the transactions contemplated hereby, (or its external counsel in respect of competitively-sensitive, privileged or confidential mattersC) providing the other Parties and their advisors with a reasonable opportunity to (1) review any proposed communication by such Party or its Affiliates with any Governmental Authority, (2) consult with such Party before any meeting or conference with any Governmental Authority, (3) to the extent permitted by such Governmental Authority, attend and comment on participate in such meetings or conferences, and (4) providing such other information and assistance as such Party may reasonably request in connection with the foregoing. Buyer and the Seller will each be responsible for the payment of one-half of all filingsfiling fees under any applicable Competition Law. Notwithstanding anything to the contrary in this Agreement, applications and submissions if any objections are raised or asserted with Antitrust Authorities respect to the transactions contemplated hereby under any applicable Competition Law or if any Proceeding is instituted (or threatened to be instituted) by any Governmental Authority challenging the transactions contemplated hereby as being in respect violation of any applicable Competition Law, or which would otherwise prevent, impede, or delay the consummation of the Antitrust Approvals and transactions contemplated hereby, the other Party will Parties shall use its their commercially reasonable efforts to cooperate with resolve any such objections or actions so as to permit the consummation of the transactions contemplated hereby as soon as reasonably practicable; provided that, and assist notwithstanding anything to the contrary set forth herein, no Party will be required to enter into any Contracts or take any other actions to resolve any such Party objections or actions if such a Contract or other action would reasonably be expected, individually or in the preparation and making aggregate, to (i) prevent consummation of all such filingsthe transactions contemplated hereby, applications and submissions (ii) result in the transactions contemplated hereby being rescinded, (iii) require or compel Buyer to divest, dispose of, license, or hold separate any portion of the business, operations, assets, or product lines of Buyer or its Affiliates, or (iv) restrict, prohibit or limit the ability of Buyer or any of its Affiliates to conduct their business. In no event shall Buyer or any of its Affiliates be obligated to (x) enter into any settlement, undertaking, consent decree, stipulation or Contract with any Governmental Authority in connection with the obtaining transactions contemplated hereby or (y) litigate or participate in the litigation of Antitrust Approvals (including providing any necessary information for Proceeding, whether juridical or administrative, brought by any Governmental Authority challenging or seeking to restrain, prohibit, or place conditions on the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect consummation of the transactions contemplated herein (and provide hereby or the ownership or operation by Buyer or any of its Affiliates of all or a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect portion of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)their respective businesses.
Appears in 1 contract
Samples: Securities Purchase Agreement (Globis Acquisition Corp.)
Antitrust Laws. As soon as possible after (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following the date hereof, of this Agreement as to initial filings) all actions necessary to make the Parties shall prepare and file with the Antitrust Authorities, all materials and information filings required to be filed - 43- NYC#: 148660.21 with of it or provided to the Antitrust Authorities pursuant to the any of its Affiliates under any applicable Antitrust Law Laws in connection with respect to this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this AgreementAgreement initiated by any Antitrust Authority.
(b) Each party hereto shall use its reasonable best efforts to resolve such objections, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information if any, as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law Law; provided, however, that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers Company shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiationsnot, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that will have that, in the effect reasonable discretion of delayingParent, impairing, materially limits its ability to conduct the business or impeding its ability to retain the receipt Company or any material portion of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel assets of the Company.
(c) Each party hereto shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide promptly inform the other Party (or its external counsel in respect parties of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to made to, or received by such Party from party from, any Antitrust Authority in respect of the Antitrust Approvals in respect or any other Governmental Authority regarding any of the transactions contemplated herein hereby.
(and provide a copy thereof if such communication is in writingd) andFor purposes of this Agreement, subject to applicable Laws(i) "ANTITRUST AUTHORITIES" means the Federal Trade Commission, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect Division of the Antitrust Approvals. Each Party will consult with Department of Justice, the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect attorneys general of the Antitrust Approvals in several states of the United States and any other Governmental Authority having jurisdiction with respect of to the transactions contemplated herein hereby pursuant to applicable Antitrust Laws and give (ii) "ANTITRUST LAW" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Xxx, xhe Federal Trade Commixxxxx Xct, as amended, and all other Party (Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or its external counsel in respect intended to prohibit, restrict or regulate actions having the purpose or effect of competitively- - 44- NYC#: 148660.21 sensitive, privileged monopolization or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)restraint of trade.
Appears in 1 contract
Samples: Merger Agreement (Cemex Sa De Cv)
Antitrust Laws. As soon as possible after (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following the date hereof, of this Agreement as to initial filings) all actions necessary to make the Parties shall prepare and file with the Antitrust Authorities, all materials and information filings required to be filed - 43- NYC#: 148660.21 with of it or provided to the Antitrust Authorities pursuant to the any of its Affiliates under any applicable Antitrust Law Laws in connection with respect to this Agreement and the transactions contemplated hereby, (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this AgreementAgreement initiated by any Antitrust Authority.
(b) Each party hereto shall use its reasonable best efforts to resolve such objections, with all filing fees associated therewith paid by Buyer. Buyer and the Sellers will each promptly supply any additional information if any, as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees to, and will cause its Affiliates to, use reasonable commercial efforts to take any and all actions necessary to avoid, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law Law; provided, however, that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers Company shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiationsnot, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to the Antitrust Approvals without the prior written consent of the Buyer. Sellers Parent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that will have that, in the effect reasonable discretion of delayingParent, impairingmaterially limits its ability to conduct the business or its ability to retain the Company or any material portion of the assets of the Company.
(c) Each party hereto shall promptly inform the other parties of any material communication made to, or impeding the receipt received by such party from, any Antitrust Authority or any other Governmental Authority regarding any of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have 43 of 56 transactions contemplated hereby.
(d) For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the sole right to determineFederal Trade Commission, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect Division of the Antitrust Approvals and Department of Justice, the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions in connection with the obtaining of Antitrust Approvals (including providing any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect attorneys general of the Antitrust Approvals). Each Party will promptly notify several states of the United States and any other Party (or its external counsel Governmental Authority having jurisdiction with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject hereby pursuant to applicable LawsAntitrust Laws and (ii) "ANTITRUST LAW" means the Xxxxxxx Act, provide as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Party (Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or its external counsel in respect intended to prohibit, restrict or regulate actions having the purpose or effect of competitively-sensitive, privileged monopolization or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect restraint of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)trade.
Appears in 1 contract
Samples: Merger Agreement (Cemex Sa De Cv)
Antitrust Laws. As Buyer, Merger Sub, Arsenal Blocker Seller and the Company agree to make, and to cause their Affiliates to make, any necessary filings under the Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws as soon as possible practicable and no later than six (6) Business Days after the date hereof, the Parties shall prepare and file with the Antitrust Authorities, all materials and information required to be filed - 43- NYC#: 148660.21 with or provided to the Antitrust Authorities pursuant to the applicable Antitrust Law with respect to the transactions contemplated by execution of this Agreement, with all filing fees associated therewith paid by Buyerwhich filings shall include a request for early termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act and any other antitrust Laws. Buyer and the Sellers will each promptly supply any additional information as may be required or requested by an Antitrust Authority in connection with the transactions contemplated by this Agreement. Buyer agrees toshall, and will shall cause its Affiliates to, comply at the earliest practicable date with any request under the Xxxx-Xxxxx-Xxxxxx Act or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. Buyer shall, and shall cause its Affiliates to, (i) use reasonable commercial their best efforts to take any and all actions necessary to avoidresolve as soon as practicable objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that may be if any, asserted by any Antitrust Authority or Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement and to obtain all consents, approvals and waivers under any Antitrust Law or other trade regulation law that may be required by any Antitrust Authority or Governmental Authority to enable the Parties to close the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for the purpose of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and shall not engage in any communications or enter into any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority with respect to this Agreement or the Transactions and (ii) take all actions necessary to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals under the Xxxx-Xxxxx-Xxxxxx Act and any other applicable antitrust Laws (collectively, the "Antitrust Conditions") as promptly as practicable and in any event on or prior to July 31, 2017 (the "End Date"), without challenge by any Governmental Authority (including by opposing any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions) and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions, including by divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, limiting conduct or actions to be taken after the Closing, or entering into a consent decree order requiring the divestiture, licensing or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. The Company may, at its option, extend the End Date so as to permit Buyer to satisfy the Antitrust Approvals without Conditions. Further, Buyer shall, and shall cause its Affiliates to, coordinate and cooperate with the prior written consent Company in connection with its efforts to satisfy the Antitrust Conditions, including (i) cooperating in all respects with the Company in connection with any investigation or other inquiry, (ii) keeping the Company promptly informed of any material communication received by Buyer or any of its Affiliates from any Governmental Authority, including the Federal Trade Commission or U.S. Department of Justice or similar foreign Governmental Authority, regarding any of the Buyer. Sellers shall not take any action that will have Transactions, (iii) providing the effect of delaying, impairing, or impeding the receipt of the Antitrust Approvals. Sellers agree and acknowledge that Buyer Company and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) advisors with a reasonable opportunity to (A) review and comment on all filingsapprove the content of any communication, applications presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (B) consult with Buyer prior to any meeting or conference with any Governmental Authority, and submissions with Antitrust Authorities (C) to the extent permitted by such Governmental Authority, attend and participate in respect of such meetings or conferences, and (iv) providing such other information and assistance as the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist such Party in the preparation and making of all such filings, applications and submissions Company may reasonably request in connection with the obtaining of Antitrust Approvals (including providing any necessary information foregoing. Buyer shall be responsible for the completion payment of such filings, applications all filing fees under the Xxxx-Xxxxx-Xxxxxx Act and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable antitrust Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted).
Appears in 1 contract
Antitrust Laws. As soon as possible after (a) The Parties will (i) cause the date hereof, Notification and Report Forms required pursuant to the Parties shall prepare and file HSR Act with respect to the Antitrust Authorities, all materials and information required transactions contemplated by this Agreement to be filed - 43- NYC#: 148660.21 with or provided no later than thirty (30) days prior to the Antitrust Authorities Closing, (ii) request early termination of the waiting period relating to such HSR Act filings, if early termination is being granted at the time of such filing, (iii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act and (iv) otherwise use its commercially reasonable efforts to cause the expiration or termination of the applicable Antitrust Law waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement as soon as practicable. The Parties shall use commercially reasonable efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the transactions contemplated by this Agreement. If a Party or any of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then the Party, to the extent necessary and advisable, shall provide a reasonable response to such request as promptly as reasonably practicable. All fees or other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses.
(b) The Parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the extent permissible, promptly furnish the other with all filing fees associated therewith paid copies of notices or other communications between any Party (including their respective Affiliates and representatives), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. Each Party shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by Buyerthis Agreement. Buyer and the Sellers will each promptly supply Each Party agrees not to participate in any additional information as may be required substantive meeting, conference or requested discussion, either in person or by an Antitrust Authority telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement. Buyer agrees toAgreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and will cause participate.
(c) Each Party shall use its Affiliates to, use commercially reasonable commercial efforts to take any and all actions necessary to avoidresolve objections, eliminate and resolve any and all impediments under any Antitrust Law or other trade regulation law that if any, as may be asserted by any Antitrust Authority or Governmental Authority or any other Person Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act, and to obtain all consentsany other United States federal or state or foreign statutes, approvals and waivers under any Antitrust Law rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade regulation law that or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Section 7.8(c), each Party shall use its commercially reasonable efforts to take such action as may be required by to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement.
(d) The Buyer shall not take any Antitrust Authority action that would reasonably be expected to materially delay or Governmental Authority to enable prevent the Parties to close consummation of the transactions contemplated by this Agreement as promptly as practicable. Sellers shall furnish such information and assistance to Buyer as Buyer may reasonably require for a result of the purpose application of obtaining the Antitrust Approvals. Sellers shall not agree to extend any waiting period under any Antitrust Law and Law.
(e) Notwithstanding anything in this Agreement to the contrary, but subject to compliance with Section 7.5, nothing in this Section 7.8 shall not engage in require Buyer, Sponsor or any communications or enter into of their respective Affiliates to take any negotiations, commitments or agreements with any Antitrust Authority or Governmental Authority action with respect to any of Buyer’s or Sponsor’s Affiliates (other than Buyer and Buyer’s Subsidiaries and the Antitrust Approvals without Utz Companies), any of their respective affiliated investment funds or any portfolio company (as such term is commonly understood in the prior written consent private equity industry) or investment of Buyer, Sponsor or their respective Affiliates (other than the Buyer. Sellers shall not take any action that will have the effect of delaying, impairingUtz Companies), or impeding any interests therein, including selling, divesting or otherwise disposing of, licensing, holding separate, or otherwise restricting or limiting its freedom to operate with respect to, any business, products, rights, services, licenses, investments, or assets, of Buyer, Sponsor or their respective Affiliates (other than the receipt Utz Companies), any of the Antitrust Approvals. Sellers agree and acknowledge that Buyer and its external counsel shall have the sole right to determine, direct and control the general strategy and methods for obtaining the Antitrust Approvals. Notwithstanding the above, and subject to applicable Laws, each Party will provide the other Party their respective affiliated investment funds or any portfolio company (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with a reasonable opportunity to review and comment on all filings, applications and submissions with Antitrust Authorities in respect of the Antitrust Approvals and the other Party will use its commercially reasonable efforts to cooperate with and assist as such Party term is commonly understood in the preparation and making private equity industry) or investment of all such filingsBuyer, applications and submissions in connection with Sponsor or their respective Affiliates (other than the obtaining of Antitrust Approvals (including providing Utz Companies), or any necessary information for the completion of such filings, applications and submissions, and responding promptly to any additional information requests from Antitrust Authorities in respect of the Antitrust Approvals). Each Party will promptly notify the other Party (or its external counsel with respect to competitively-sensitive, privileged or confidential materials) any material communication to such Party from any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Laws, provide the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Antitrust Authority in respect of the Antitrust Approvals. Each Party will consult with the other Party (or its external counsel in respect of competitively-sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Antitrust Authority in respect of the Antitrust Approvals in respect of the transactions contemplated herein and give the other Party (or its external counsel in respect of competitively- - 44- NYC#: 148660.21 sensitive, privileged or confidential matters) the opportunity to attend and participate thereat (if such attendance and participation is permitted)interests therein.
Appears in 1 contract
Samples: Business Combination Agreement (Collier Creek Holdings)
