Antitrust Matters. (i) Purchaser and Seller shall, and shall cause each of their respective Affiliates to, use reasonable best efforts to make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law and the NSIA, and to enable all waiting periods under any Antitrust Law to expire, in each case, to consummate the Acquisition and the other Transactions as promptly as practicable, and in any event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in any event not more than ten (10) Business Days after the date of this Agreement, (x) make or cause to be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (y) submit the initial notification under the NSIA; and (B) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing or the Transactions. Subject to applicable Law, each Party shall (I) promptly inform the other Parties of any material oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings or the Transactions and (II) upon request of the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings or the Transactions and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings or the Transactions; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel and (y) materials may be redacted (i) to remove references concerning the valuation of the Company Group and the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting, telephone call or discussion and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law and the instructions of any Governmental Entity, each of Seller and Purchaser shall keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all filing fees payable by any Party hereto with respect to any Filings and Authorizations under the HSR Act or any other Antitrust Law in connection with the Transactions. Except for such filing fees, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filings, including legal, accounting, and economic analyses fees.
Appears in 1 contract
Antitrust Matters. (i) ABG Purchaser and Seller shall, and shall cause each of their respective Affiliates to, use reasonable best efforts to make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law and the NSIARegulatory Law, and to enable all waiting periods under any Antitrust Regulatory Law to expireexpire or terminate, in each case, to consummate the Acquisition and the other Transactions as promptly as practicable, and in any event prior to the Outside Date. In connection theretotherewith, each Purchaser shall, and Seller shall cause each of their respective Affiliates (A) as applicable), to as promptly as practicable and in any event not more than ten (10) Business Days after the date of this Agreement, (x) make or cause to be made any filings Filings required of each of them or any of their respective Affiliates under the HSR Act any applicable Regulatory Law. Each Purchaser and (y) submit the initial notification under the NSIA; and (B) Seller shall cooperate with each other in connection with obtaining any such filing and in connection with resolving any investigation Authorization or other inquiry of any Governmental Entity under any applicable Law with respect to making any such filing Filing, provided, however, that neither ABG Purchaser nor Seller shall make any such Filings requested or required by any Purchaser Designee without first providing advance notice in writing of such contemplated action to the Transactionsother and reasonably consulting with the other prior to taking any such action. Subject to applicable Law, to consummate the Transactions as promptly as practicable, and in any event prior to the Outside Date, each Party shall, and shall cause each of their respective Affiliates (as applicable) to (I) promptly inform the other Parties of any material oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings Filings or obtaining any Authorizations with respect to the Transactions Transactions, and (II) upon reasonable request of the other Parties, provide all information concerning itself, itself and its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings Filings or obtaining any Authorizations with respect to the Transactions Transactions, and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings Filings or obtaining any Authorizations with respect to the Transactions; provided, that (x) Seller and each Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 6.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or and each Purchaser, as the case may be) or its legal counsel and (y) any materials to be exchanged under this Section 6.01 may be redacted (i) to remove references concerning the valuation of the Company Acquired Group and the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such filingsFilings, investigationobtaining any Authorizations, or any investigation or other inquiry inquiry, without giving the other Parties prior notice of the meeting, telephone call or discussion and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law and the instructions of Neither Seller nor its Affiliates, on one hand, nor any Governmental EntityPurchaser nor its Affiliates, each of Seller and Purchaser shall keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and on the other Transactionshand, including by promptly notifying such other Party shall extend, or request the extension of, any waiting period or furnishing such other Party decision period with copies of, notices or other communications received by Seller or Purchaser, as respect to the case may beAcquisition, or enter into any of their respective Affiliatesagreement, from commitment or understanding with any Governmental Entity with respect not to such Filings consummate the Acquisition, or Authorizationsto delay consummation of the Acquisition, without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Except for any filing fees under the HSR Act, ABG Purchaser shall be responsible for all filing fees payable by any Party hereto with respect to making any Filings and or obtaining any Authorizations under the HSR Act or any other Antitrust Law Regulatory Law, in connection with the Transactions. Except for such filing fees, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filings, including legal, accounting, and economic analyses fees.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Hanesbrands Inc.)
Antitrust Matters. Subject to the provisions of this Agreement, the Company and Parent shall (i) Purchaser and Seller shall, and shall cause each of their respective Affiliates to, use reasonable best efforts to make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law and the NSIA, and to enable all waiting periods under any Antitrust Law to expire, in each case, to consummate the Acquisition and the other Transactions as promptly as practicable, and in any event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in any event not more than ten (10) Business Days after the date of this Agreement, (x) make or cause to be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (y) submit the initial notification under the NSIA; and (B) cooperate with each other in connection with (A) determining whether any such filing filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with resolving any investigation the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or other inquiry of approvals; and (ii) supply to any Governmental Entity under as promptly as practicable any additional information or documents that may be requested pursuant to any applicable Law with respect to any or by such filing or the TransactionsGovernmental Entity. Subject to applicable Law, each Party The Company and Parent shall (I) promptly inform permit counsel for the other Parties of any material oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings or the Transactions and (II) upon request of the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings or the Transactions and (III) permit the other Parties party reasonable opportunity to review in advance (advance, and to consider in good faith any comments made by the views of the other Parties party in relation to) connection with, any proposed material written communication by such Party to any Governmental Entity relating to any such filings or the Transactions; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel and (y) materials may be redacted (i) to remove references concerning the valuation Entity. Each of the Company Group and the Business, (ii) as necessary Parent agrees not to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently participate in any substantive meetingmeeting or discussion, telephone call either in person or discussion by telephone, with any Governmental Entity in respect of any such filings, investigation, connection with the proposed Merger or other inquiry without giving the other Parties prior notice of transactions contemplated hereby unless it consults with the meeting, telephone call or discussion other party in advance and, to the extent permitted not prohibited by such Governmental Entity, gives the other party the opportunity to attend and/or and participate. Subject to applicable Law and in furtherance and not in limitation of the instructions covenants of the parties contained in this Section 6.5(e), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement as violative of any Governmental Entityapplicable Law, each of Seller the Company and Purchaser Parent shall keep cooperate in all respects with each other and Parent shall use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Party apprised order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all filing fees payable by any Party hereto with respect to any Filings and Authorizations under the HSR Act Merger or any other Antitrust Law in connection with the Transactions. Except for such filing fees, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filings, including legal, accounting, and economic analyses feestransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Life Sciences Research Inc)
Antitrust Matters. (i) Purchaser and Seller shall, and shall cause each of their respective Affiliates to, use reasonable best efforts to make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law and the NSIA, and to enable all waiting periods under any Antitrust Law to expire, in each case, to consummate the Acquisition and the other Transactions as promptly as practicable, and in any event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in any event not more than ten (10) Business Days after the date of this Agreement, (x) make or cause to be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (y) submit the initial notification under the NSIA; and (B) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing or the Transactions. Subject to applicable Law, each Party shall (I) promptly inform the other Parties of any material oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings or the Transactions and (II) upon request of the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings or the Transactions and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings or the Transactions; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel and (y) materials may be redacted (i) to remove references concerning the valuation of the Company Group and the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting, telephone call or discussion and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law and the instructions of any Governmental Entity, each of Seller and Purchaser shall keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all filing fees payable by any Party hereto with respect to any Filings and Authorizations under 45 the HSR Act or any other Antitrust Law in connection with the Transactions. Except for such filing fees, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filings, including legal, accounting, and economic analyses fees.. (ii) Purchaser shall not, and shall cause each of its Affiliates to not, acquire, invest in, or otherwise obtain any interest in or agree to acquire, invest in or otherwise obtain any interest in by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner, any Person or portion thereof if the entering into a definitive agreement relating to or the consummation of such acquisition, investment, purchase, merger or consolidation would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Transactions or (C) materially delay the consummation of the Transactions. (iii) Notwithstanding anything else to the contrary set forth herein, it is agreed that Purchaser shall make all strategic decisions and lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any filings, notifications, submissions, communications, or requests that may be made by, or any actions, nonactions or Consents that may be sought by or from, any Governmental Entity that are necessary to consummate the Transactions, including determining the strategy for contesting, litigating or otherwise responding to objections to, or Proceedings challenging, the consummation of the Transactions; provided that Purchaser shall consult in good faith with Seller regarding any such decisions and activities. (iv) Notwithstanding anything to the contrary in this Section 7.01, neither Seller nor any of its Affiliates shall have any obligation to take, or agree to take, any action with respect to its business or operations other than with respect to the Company Group or the Business; provided, that in no event shall Seller or any of its Affiliates (including the Company Group) be required to take, or agree to take, any such action with respect to the Company Group or the Business unless the effectiveness of such agreement or action is conditioned upon the Closing. SECTION 7.02
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (John Bean Technologies CORP)
Antitrust Matters. (ia) Purchaser and Seller Each Party shall, and Buyer shall cause each of their respective its Affiliates to, use reasonable best efforts to (i) make the filings required of it or any Filings and obtain any Authorizations required of its Affiliates under or the HSR Act in connection with any Antitrust Law this Agreement and the NSIATransaction, as soon as practicable and to enable all waiting periods under any Antitrust Law to expireadvisable, in each case, to consummate the Acquisition and the other Transactions as promptly as practicable, and but in any event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in any event not more no later than ten (10) Business Days after following the date of this Agreement, (xii) make or cause to be made any the pre-Closing filings (if any) required of each of them it or any of their respective its Affiliates under any other applicable Competition Laws in connection with this Agreement and the Transaction as promptly as practicable and advisable, (iii) comply as promptly as practicable and advisable and after consultation with the Seller or Buyer, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Authority in connection with the filings required under the HSR Act or any other applicable Competition Laws, (iv) cooperate with one another (including furnishing all necessary information and 968037.12 reasonable assistance as the other may request) in connection with the filing under the HSR Act and (y) submit the initial notification under the NSIA; and (B) cooperate with each all other in connection with any such filing applicable Competition Laws and in connection with resolving any investigation or other inquiry concerning the Transaction initiated by any Governmental Authority, (v) if requested by the Seller, request the early termination of any Governmental Entity waiting periods under the HSR Act and use its best efforts to receive such early termination, if available, in order to permit the consummation of the Transaction at the earliest possible date, and (vi) not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to extend any waiting period under the HSR Act or any other applicable Law Competition Laws with respect to the Transaction or to cause any Governmental Authority to object to such filing transactions, including acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to that engaged in by the TransactionsCompany. Subject to applicable Law, each Each Party shall (I) promptly inform the other Parties of any material communication (whether oral communication withor written) made to, or received by, such Party from any Governmental Authority regarding the Transaction, and promptly provide copies a copy of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings written communication, or the Transactions and (II) upon request a summary of any such oral communication, to the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable. Buyer shall be responsible for, and such other matters as may be reasonably necessary or advisable shall timely pay, any filing fees assessed in connection with any such filings or the Transactions and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings or the Transactions; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel and (y) materials may be redacted (i) to remove references concerning the valuation of the Company Group and the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting, telephone call or discussion and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law and the instructions of any Governmental Entity, each of Seller and Purchaser shall keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all filing fees payable by any Party hereto with respect to any Filings and Authorizations under the HSR Act or any other Antitrust Law in connection with the Transactions. Except for such filing feesapplicable Competition Laws (collectively, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filings, including legal, accounting, and economic analyses fees“Competition Filing Fees”).
Appears in 1 contract
Antitrust Matters. Parent (and its Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, will, to the extent required in the reasonable judgment of counsel to Parent and the Company, (i) Purchaser and Seller shall, and shall cause each of their respective Affiliates to, use reasonable best efforts to make any Filings and obtain any Authorizations required under or in connection file with any Antitrust Law the United States Federal Trade Commission (“FTC”) and the NSIA, Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to enable all waiting periods under any Antitrust Law to expire, in each case, to consummate the Acquisition this Agreement and the other Transactions transactions contemplated by this Agreement as promptly as practicable, and in any event prior to required by the Outside Date. In connection thereto, Purchaser and Seller shall HSR Act within three (A) as promptly as practicable and in any event not more than ten (103) Business Days after following the date of this AgreementAgreement (such filings shall specifically request early termination of the waiting period, and Parent and the Company shall each be responsible for fifty percent (x50%) make or cause of the filing fee payable under the HSR Act); and (ii) promptly file comparable pre-merger notification filings, forms and submissions with any Governmental Authority that are required by other applicable antitrust laws in connection with the transactions contemplated by this Agreement (with any comparable pre-merger filings to be made any filings required as soon as reasonably practicable following the date of this Agreement and Parent and the Company shall each be responsible for fifty percent (50%) of them or any the filing fee with respect to such filing). Each of their Parent and the Company will (A) cooperate and coordinate (and cause its respective Affiliates under to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information or documents that may be required in order to make such filings; provided that insofar as any such information or documents are competitively sensitive, such information or documents may be provided directly to the relevant Governmental Authorities or, if required, on an outside counsel-to-counsel, in each case on a strictly confidential basis; (C) supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; and (D) use reasonable best effort to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and (y) submit any other antitrust laws applicable to the initial notification under the NSIAtransactions contemplated by this Agreement; and (B2) cooperate with each other in connection with obtain any such filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect required consents pursuant to any such filing or antitrust laws applicable to the Transactionstransactions contemplated by this Agreement as soon as practicable. Subject to applicable LawParent (and its Affiliates, each Party shall if applicable), on the one hand, and the Company (Iand its Affiliates), on the other hand, will (i) promptly inform the other Parties party of any material written or oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, received from any Governmental Entity regarding any such filings or Authority relating to the Transactions transactions contemplated hereby (and (II) upon request of if in writing, furnish the other Partiesparty with a copy of such communication); (ii) use its reasonable best efforts to respond as promptly as practicable to any request from any Governmental Authority for information, provide all information concerning itself, its Affiliates, its and their respective directors, officers documents or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable materials in connection with any such filings the review of the HSR Act Filings or the Transactions transactions contemplated hereby; (iii) provide to the other party, and (III) permit the other Parties party to review and comment in advance (and to consider in good faith any comments made by the other Parties in relation to) any of submission, all proposed material communication by such Party correspondence and written communications to any Governmental Entity relating to any such filings or the Transactions; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided Authority with respect to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel transactions contemplated hereby; and (yiv) materials may be redacted (i) to remove references concerning the valuation of the Company Group and the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently not participate in any substantive meeting, telephone call meeting or discussion with any Governmental Entity Authority in respect of any such filings, investigation, investigation or other inquiry concerning the transactions contemplated hereby without giving the other Parties parties reasonable prior notice of the meeting, telephone call such meeting or discussion discussions and, to except as prohibited by applicable Law or Governmental Authority, gives the extent permitted by such Governmental Entity, other party the opportunity to attend and/or participateand participate thereat. Subject to applicable Law and the instructions of If any Governmental Entity, each of Seller and Purchaser shall keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices Affiliate thereof receives a request for additional information or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, documentary material from any Governmental Entity Authority with respect to such Filings or Authorizations. Purchaser shall be responsible for all filing fees payable the transactions contemplated by any Party hereto with respect this Agreement pursuant to any Filings and Authorizations under the HSR Act or any other Antitrust Law in connection antitrust laws applicable to the transactions contemplated by this Agreement, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the Transactions. Except for other Parties, an appropriate response in compliance with such filing fees, each Party shall pay such Party’s and its Affiliates’ fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filings, including legal, accounting, and economic analyses feesrequest.
Appears in 1 contract
Antitrust Matters. (i) Purchaser and Seller shall, and shall cause each of their respective Affiliates to, use reasonable best efforts to make any Filings and obtain any Authorizations required under or in connection with any Antitrust Law and the NSIA, and to enable all waiting periods under any Antitrust Law to expire, in each case, to consummate the Acquisition and the other Transactions as promptly as practicable, and in any event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in any event not more than ten seven (107) Business Days after the date of this Agreement, (x) make or cause to be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (y) submit the initial notification under the NSIA; Act, and (B) cooperate with each other in connection with any such filing Filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing or the Transactions. Subject to applicable Law, each Party shall (I) promptly inform the other Parties party hereto of any material oral communication with, and provide (I) copies of material written communications (excluding the HSR filing itself) with, with any Governmental Entity regarding any such filings Filings or the Transactions and (II) upon request of the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings or the Transactions and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings or the Transactionsfiling; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel and (y) materials may be redacted (i) to remove references concerning the valuation of the Company Group and the BusinessCompany, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party party hereto shall independently participate in any substantive meeting, telephone call or discussion meeting with any Governmental Entity in respect of any such filingsFilings, investigation, or other inquiry without giving the other Parties party hereto prior notice of the meeting, telephone call or discussion meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law and the instructions of any Governmental Entity, each of Seller and Purchaser shall keep such the other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such furnishing the other Party of, or furnishing such other Party with copies of, of notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all pay the filing fees payable by any Party hereto with respect to for any Filings and Authorizations under required by the HSR Act or any other Antitrust Law in connection with the TransactionsAct. Except for such filing feesfee, each Party shall pay such Party’s and its Affiliates’ Affiliates fees, costs and expenses incurred in connection with preparing, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filingsFilings, including legal, accounting, and economic analyses fees, under the HSR Act.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Covia Holdings Corp)
Antitrust Matters. (ia) Purchaser Subject to the terms and Seller shallconditions of this Agreement, and shall cause each of their the Company and the Investor shall use its respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other parties in doing, all things necessary, proper and advisable under applicable Law to cause the Transactions to be consummated as soon as practicable, including to (i) prepare and make as promptly as practicable any Filings required submissions and obtain filings with any Authorizations Governmental Authority or third party (including under applicable Antitrust Laws or any other applicable Laws) with respect to the Transactions, (ii) as promptly as practicable, furnish information required under or in connection with such submissions and filing, (iii) keep the other parties reasonably informed with respect to the status of any Antitrust Law such submissions and filings, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval, waiver, registration, permit, authorization, license, franchise, permit, exemption, certificate or other confirmation (collectively, “Authorizations”), (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding, or (D) the nature and status of any objections raised or proposed or threatened to be raised with respect to the Transactions, and (iv) promptly obtain and maintain all Authorizations from, and promptly deliver all required notices to, any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions as soon as practicable without giving rise to any violation, breach, loss of any benefit under, conflict with the provisions of, or default (or event which, with the giving of notice or passage of time, would constitute a default) under, termination or modification of, or right of termination or modification of, or the creation of any Lien on any asset of the Company or any Company Subsidiaries, pursuant to any contract to which the Company or any Company Subsidiaries is a party or by which the Company or any Company Subsidiaries is bound (with the understanding and agreement that obtaining such Authorizations is not a condition under Section 6 or 7 unless expressly provided therein). The Company and the NSIAInvestor agree that they will consult with each other with respect to obtaining all necessary Authorizations and in connection therewith (subject to Section 8.4) (x) the Company shall have the right to review and approve in advance all characterizations of the information relating to the Company and the Company Subsidiaries, (y) the Investor shall have the right to review and approve in advance all characterizations of the information relating to enable the Investor, the Equity Investors and their respective Affiliates and (z) each of the Company and the Investor shall have the right to review and approve in advance all waiting periods under any Antitrust Law characterizations of the information relating to expirethe Transactions, in each case, to consummate the Acquisition and the other Transactions as promptly as practicable, and which appear in any event prior to the Outside Date. In connection thereto, Purchaser and Seller shall (A) as promptly as practicable and in any event not more than ten (10) Business Days after the date of this Agreement, (x) make or cause to be material filing made any filings required of each of them or any of their respective Affiliates under the HSR Act and (y) submit the initial notification under the NSIA; and (B) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Law with respect to any such filing or the Transactions. Subject to applicable Law, each Party shall (I) promptly inform the other Parties of any material oral communication with, and provide copies of material written communications (excluding the HSR filing itself) with, any Governmental Entity regarding any such filings or the Transactions and (II) upon request of the other Parties, provide all information concerning itself, its Affiliates, its and their respective directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any such filings or the Transactions and (III) permit the other Parties to review in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed material communication by such Party to any Governmental Entity relating to any such filings or the Transactions; provided, that (x) Seller and Purchaser may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 7.01 as “Outside Counsel Only” and such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of such materials (Seller or Purchaser, as the case may be) or its legal counsel and (y) materials may be redacted (i) to remove references concerning the valuation of the Company Group and the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no Party shall independently participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting, telephone call or discussion and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law and the instructions of any Governmental Entity, each of Seller and Purchaser shall keep such other Party apprised of the status of matters relating to Filings required to be made and Authorizations required to be obtained in connection with the Acquisition and the other Transactions, including by promptly notifying such other Party of, or furnishing such other Party with copies of, notices or other communications received by Seller or Purchaser, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to such Filings or Authorizations. Purchaser shall be responsible for all filing fees payable by any Party hereto with respect to any Filings and Authorizations under the HSR Act or any other Antitrust Law in connection with the Transactions. Except for such filing feesFor purposes hereof, each Party shall pay such Party’s and its Affiliates’ fees“Antitrust Laws” means the Xxxxxxx Act, costs and expenses incurred in connection with preparingthe Xxxxxxx Act, filing and obtaining all Filings and Authorizations under the HSR Act, any other Antitrust Law, the NSIA or otherwise, including responding to any requests for information received from any Governmental Entity in respect of such filings, including legal, accountingFederal Trade Commission Act, and economic analyses feesall applicable foreign antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.
Appears in 1 contract
Samples: Securities Purchase Agreement (Accretive Health, Inc.)
