Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. (b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Antitrust. 1.1. At least forty-five (a45) To calendar days prior to the extent required under any Laws that are designed potential issuance to prohibitInvestors of the Subsequent Issuance Shares (such date, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust LawsFiling Determination Date”), Investors and the Company shall work in good faith to determine if any such issuances will require a filing or application under any Antitrust Laws.
1.2. If Investors and the Company determine that a filing or application is required pursuant to Section 11.1, then each such party hereto agrees to promptly make (but, in any event, no later than ten (10) calendar days after the Filing Determination Date) make, or cause to be made, any required filing or application under Antitrust Laws, as applicable, including a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission, as required by the HSR Act. The parties hereto hereto, as applicable, agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) 1.3. No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority governmental authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties hereto to consummate the TransactionsSubsequent Issuance, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 4 contracts
Samples: Security Issuance Agreement (Grove Collaborative Holdings, Inc.), Security Issuance Agreement (Grove Collaborative Holdings, Inc.), Security Issuance Agreement (Grove Collaborative Holdings, Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 4 contracts
Samples: Business Combination Agreement (Kensington Capital Acquisition Corp. II), Business Combination Agreement (Kensington Capital Acquisition Corp.), Business Combination Agreement (VectoIQ Acquisition Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicableapplicable as promptly as reasonably practicable and no later than 10 Business Days after the date of this Agreement, the Company and Parent each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party During the Interim Period, Parent and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably promptly informed of any substantive communication received by such party or its Representatives from, or given by such party or its Representatives to, with any Governmental Authority (and if oral provide an accurate summary of the communication) and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance and consider in good faith any edits or comments for any substantive written communication to be given by it to, and consult with each other in advance of any meeting or conference oral communication and consider in good faith any comments with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials to be provided pursuant to this Section 7.11(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company, (ii) competitively sensitive information, and (iii) as necessary to comply with contractual arrangements or the Law.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 4 contracts
Samples: Merger Agreement (Progressive Care Inc.), Merger Agreement (NextPlat Corp), Merger Agreement (Progressive Care Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Adara each shall file with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report From as required by the HSR Act. Adara and the Company shall each pay one half of all administrative filing fees and expenses due in connection with any such required filing. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Adara and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.13(b) may be restricted to outside counsel and may be redacted (i) to remove references concerning the valuation of the Company, and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 3 contracts
Samples: Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Adara Acquisition Corp.)
Antitrust. (a) To Each party hereto shall promptly take all actions necessary to make the extent filings required of it or any of its Affiliates under any applicable Antitrust Laws that are designed to prohibit, restrict or regulate actions having in connection with this Agreement and the purpose or effect of monopolization or restraint of tradetransactions contemplated hereby, including but not limited to filing with the HSR Act appropriate Antitrust Authorities, no later than the fifth (“Antitrust Laws”)5th) Business Day following the date hereof, each party hereto agrees a Notification and Report Form with respect to promptly make the transactions contemplated by this Agreement, complying at the earliest practicable date with any required filing formal or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any informal request for additional information and or documentary material that may be requested pursuant to received by it or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by Law, with one another in connection with any filing under applicable Antitrust Laws and to use commercially reasonable efforts to take all in connection with resolving any investigation or other actions necessary, proper or advisable to cause inquiry concerning the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under transactions contemplated by this Agreement initiated by any Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR ActAuthority.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, hereto shall use its commercially reasonable efforts to: to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include:
(i) cooperate in all respects the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with each other party or such formal request within a reasonable period of time following the date of its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; receipt thereof;
(ii) keep in the other parties reasonably informed case of any communication received the Company only, subject to the compliance by such party Purchaser with this Section 5.7, not frustrating or its Representatives from, impeding strategy or given by such party or its Representatives to, any Governmental Authority and negotiating positions of any communication received or given in connection Purchaser with any proceeding by a private person, in each case regarding any of the TransactionsAntitrust Authority; and
(iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferencescase of each of Purchaser and the Company, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use using all commercially reasonable efforts to cooperate in (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the filing consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any memorandapreliminary injunction, white paperstemporary restraining order, filings, correspondence stay or other written communications explaining legal restraint or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made prohibition by any Governmental AuthorityEntity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates.
(c) No Each party hereto shall take any action that could reasonably be expected to adversely affect or materially delay promptly inform the approval other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Authority of Entity regarding any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may betransactions contemplated hereby.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp), Stock Purchase Agreement (Kaneb Services LLC), Stock Purchase Agreement (Statia Terminals Group Nv)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Parent each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party During the Interim Period, Parent and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private personPerson; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private personPerson, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private personPerson, with any other personPerson, and to the extent permitted by such Governmental Authority or other personPerson, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.14(b) may be limited to outside counsel and may be redacted (x) to remove references to the valuation of the Company, and (y) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other Person or acquire a substantial portion of the assets of or equity in any other Person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Breeze Holdings Acquisition Corp.), Merger Agreement (Breeze Holdings Acquisition Corp.), Merger Agreement (Breeze Holdings Acquisition Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict restrict, or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all any other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as reasonably practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside legal counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 3 contracts
Samples: Business Combination Agreement (Goldenstone Acquisition Ltd.), Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (GigCapital5, Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto Party agrees to promptly (and in connection with the any required filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The parties hereto Parties agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties Parties reasonably informed of any communication received by such party Party or its Representatives from, or given by such party Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a partyParty’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties Parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (Maquia Capital Acquisition Corp)
Antitrust. (a) To Notwithstanding anything contained in Section 7.10 of this Agreement to the extent required under any Laws that are designed to prohibitcontrary, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including Acquiror and the HSR Act (“Antitrust Laws”), Company each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable take, or cause to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws taken, all action, and to use commercially reasonable efforts do, or cause to take be done, all other actions necessary, proper things necessary or advisable to cause required by the United States Federal Trade Commission (the "FTC") or the United States Department of Justice (the "DOJ") in connection with the expiration or termination of the applicable waiting periods or obtain required approvals, period under the HSR Act as applicable under Antitrust Laws as soon as practicable, including by requesting early termination a result of the waiting period provided for transactions contemplated by this Agreement; provided, however, that nothing set forth in this Section 7.11 shall be construed so as to preclude, prevent or otherwise limit the Acquiror or Newco from instituting or prosecuting or defending a suit or claim in good faith with respect to any suit, objection, requirement or other action by the FTC, the DOJ, any other such governmental authority or any private party with respect to the transactions contemplated hereby. The Acquiror shall pay all filing fees incurred in connection with such filings under the HSR Act.
(b) . Each party shallhereto shall promptly inform the other of any material communication from the FTC, the DOJ or any other government or governmental authority regarding any of the transactions contemplated hereby. If either the Acquiror or the Company or any of their respective affiliates receives a request for additional information or documentary material from any such government or governmental authority with respect to the transactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The Acquiror shall advise the Company, and the Company shall advise the Acquiror, promptly in respect of any understandings, undertakings or agreements (oral or written) which it proposes to make or enter into with the FTC, the DOJ or any other governmental authority in connection with its efforts the transactions contemplated hereby. Except as otherwise provided in this Section 7.11, the Acquiror agrees to obtain all requisite approvals and authorizations for resolve any objections as may be asserted with respect to the Transactions transactions contemplated hereby under the Antitrust Laws (as defined hereafter) by the applicable government or governmental authority (including, without limitation, the Antitrust Division of the DOJ or the FTC). Except as otherwise provided in this Section 7.11, if any suit is threatened or instituted challenging any of the transactions contemplated hereby as violative of any Antitrust Law, use the Acquiror shall take such action (including, without limitation, agreeing to hold separate or to divest any of the businesses, stores, products or assets of the Acquiror or any of its commercially reasonable efforts to: affiliates or of the Company or the Subsidiary) as may be required (i) cooperate by the applicable government or governmental authority (including, without limitation, the Antitrust Division of the DOJ or the FTC) in all respects with each other party order to resolve such objections as such government or its affiliates governmental authority may have to such transactions under such Antitrust Law, or (ii) by any court or similar tribunal, in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated suit brought by a private person; (ii) keep party or governmental authority challenging the other parties reasonably informed transactions contemplated hereby as violative of any communication received by such party or its Representatives fromAntitrust Law, in order to avoid the entry of, or given by such party or its Representatives toto effect the dissolution of, any Governmental Authority and injunction, temporary restraining order or other order that has the effect of preventing the consummation of any communication received or given of such transactions. The entry by a court, in connection with any proceeding suit brought by a private personparty or governmental authority challenging the transactions contemplated hereby as violative of any Antitrust Law, in each case regarding of an order or decree permitting the transactions contemplated hereby, but requiring that any of the Transactions; (iii) permit a Representative businesses, product lines or assets of the other parties and their respective outside counsel to review Acquiror or any communication given of its affiliates or of the Company or the Subsidiary be divested or held separate by it the Acquiror, or that would otherwise limit the Acquiror's freedom of action with respect to, or its ability to retain, the Company and consult with each other in advance of the Subsidiary or any meeting portion thereof or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the Acquiror's or its affiliates' other parties the opportunity assets or businesses, shall not be deemed a failure to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.satisfy
Appears in 2 contracts
Samples: Merger Agreement (Buttrey Food & Drug Stores Co), Merger Agreement (Albertsons Inc /De/)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Parent each (if applicable) shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act; provided that Parent and the Company shall each be responsible for fifty percent (50%) of the filing fee for the notification and report forms filed under the HSR Act. The parties hereto Parties agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period (to the extent that early termination is available under the HSR Act at such time); provided for under the HSR Act. For the avoidance of doubt, Xxxxxx agrees to take (and cause its Affiliates to take) as promptly as practicable any and all steps or actions and make any and all commitments that may be necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any Governmental Authority, in each case, with competent jurisdiction, so as to enable the Parties to consummate the Transactions as promptly as practicable following the date of this Agreement (and in any event, prior to the Outside Date such that the Parties hereto have sufficient time to consummate the Closing in advance of the Outside Date), including committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of such assets or businesses as are required to be divested, terminating, modifying or assigning existing relationships, contracts or obligations of Parent or any of its Affiliates and, from and after the Closing, the Company and the Company Subsidiaries, changing or modifying any course of conduct regarding future operations of Parent or any of its Affiliates and, from and after the Closing, the Company and the Company Subsidiaries, or entering into such other arrangements as are necessary or advisable, in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated hereby as promptly as practicable.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals Parent and authorizations for the Transactions under any Antitrust Law, Company each shall use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives Party from, or given by such party or its Representatives Party to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.11(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, and (B) as necessary to comply with contractual arrangements.
(c) No party hereto Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Acquiror and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.12(b) may be restricted to outside counsel and may be redacted (i) to remove references concerning the valuation of the Company, and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (Jet Token Inc.), Business Combination Agreement (Oxbridge Acquisition Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person, and promptly furnish the other with copies of all such substantive written communications (with the exception of the filings, if any, submitted under the HSR Act); (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that any competitively sensitive materials required to be provided pursuant to this Section 7.14(b) may be restricted to outside counsel and may be redacted to remove references concerning the valuation of the Company.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority or the expiration or termination of any required filings or applications waiting period under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (Arrival), Business Combination Agreement (Kensington Capital Acquisition Corp. V)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to as promptly as reasonably practicable make any required filing or application under Antitrust Laws, as applicable, including that the Company and SPAC each shall as promptly as reasonably practicable and no later than ten (10) Business Days after the initial filing of the Registration Statement with the SEC file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR ActAct where available. SPAC and the Company shall not, and shall cause their respective affiliates not to, pull and refile any filings made under the HSR Act or other applicable Antitrust Laws without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed).
(b) Each party SPAC and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any substantive written communication to be given by it to, and consult with each other in advance of any substantive meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.13(b) may (i) be restricted to outside counsel and may be redacted to remove references concerning the valuation of the Company, (ii) be restricted to outside counsel and redacted as necessary to comply with contractual arrangements, and (iii) to the extent constituting Item 4(c) or Item 4(d) information on the HSR Act filing form, be kept confidential by the applicable party and not disclosed to the other party hereunder. Nothing in this Section 7.13 obligates any party or any of its affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any entity, facility or asset of such party or any of its affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No party shall agree to any of the foregoing measures with respect to any other party or any of its affiliates, except with SPAC’s and the Company’s prior written consent.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. Neither SPAC nor the Company may agree with any Governmental Authority to extend, toll, or stay any HSR Act waiting period without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed). The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party Parent and the Company hereto agrees agree to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto Parent and the Company agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shallParent and the Company, in connection with its their efforts to obtain all requisite approvals and authorizations for the Contemplated Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or and its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private personAuthority, in each case regarding any of the Contemplated Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other personAuthority, and to the extent permitted by such Governmental Authority or other personAuthority, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Contemplated Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Contemplated Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. Notwithstanding the foregoing, this paragraph shall not apply to the Stockholders’ Representative.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ideanomics, Inc.), Merger Agreement (Ideanomics, Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict restrict, or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party Party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties Parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all any other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as reasonably practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party Parties or its their affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties Parties reasonably informed of any communication received by such party Party or its Representatives from, or given by such party Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a partyParty’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties Parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party Party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.), Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.)
Antitrust. (a) To As soon as practicable, and in any event not later than five (5) Business Days after the extent date hereof, Newco shall make all filings and submissions necessary or desirable to obtain the Antitrust Approvals or as otherwise required under any Laws that are designed to prohibit, restrict or regulate actions having by the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as .
(b) As promptly as reasonably practicable to any following the receipt of a request by a Governmental Authority for additional information and or documentary material that may be requested in connection with a filing made pursuant to Antitrust Laws and to Section 6.7(a), Newco shall file such additional information or documentary material with such Governmental Authority.
(c) Newco shall use commercially its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods period under any Antitrust Law and the satisfaction (whether explicit or implicit) of all requirements to obtain required approvals, as applicable under the Antitrust Laws Approvals as soon as practicable, including by requesting early termination agreeing to (i) take any action that may be required in order to obtain an unconditional first phase clearance (including by agreeing to dispose of any assets or businesses that may be required by any Governmental Authority pursuant to an Antitrust Law) or (ii) duly and promptly comply with any condition that any Governmental Authority may impose to clear this Agreement and the waiting period provided for under the HSR ActTransaction pursuant to an Antitrust Law.
(bd) Each party shallNewco shall bear all filing fees and other costs in relating to any filings (including submissions of additional information or documentary material) made pursuant to this Section 6.7, along with any and all costs, penalties and fines resulting from the failure to make a filing (including a submission of additional information or documentary material) required in order to obtain an Antitrust Approval, to the extent such failure is attributable to Newco.
(e) Philips and Newco shall cooperate with each other and shall furnish to the other Party all information necessary or desirable in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions making any filing under any the Antitrust LawLaws, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with resolving any investigation or other inquiry, including inquiry by any proceeding initiated by a private person; (ii) keep Governmental Authority under any of the Antitrust Laws with respect to the Transaction. Each of the Parties shall promptly inform the other parties reasonably informed Party of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it towith, and consult with each other in advance of any meeting proposed understanding, undertaking or conference agreement with, any Governmental Authority or, in connection with any proceeding by a private person, such filings or any such transaction. Neither Philips nor Newco shall participate in any meeting or conversation with any other person, and to the extent permitted by such Governmental Authority in connection with of any such filings, investigation or other person, give a Representative or Representatives inquiry without giving the other Party prior notice of the other parties the meeting or conversation (as applicable) and reasonable opportunity to attend and participate in such meetings meeting or conversation. The Parties will consult and conferences; (iv) cooperate with one another in the event a party’s Representative is prohibited from participating in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions filings, notifications and proposals made or attending any meetings submitted by or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing on behalf of any memorandaParty in connection with all meetings, white papersactions and proceedings under or relating to the Antitrust Laws, filingsprovided that Newco shall not make any written filing, correspondence including submitting any additional information or other documentary material requested by a Governmental Authority in connection with obtaining the Antitrust Approvals or as otherwise required under the Antitrust Laws, without the prior written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agreePhilips, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may bewhich approval shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Koninklijke Philips Electronics Nv), Stock Purchase Agreement (NXP Manufacturing (Thailand) Co., Ltd.)
Antitrust. (a) 17.17.1 To the extent required by the HSR Act, each Party will (a) file or cause to be filed, as promptly as practicable after Baxalta’s provision of a Commercial Option Exercise Notice (but not later than [***], except in the case of provision of the Commercial Option Exercise Notice in accordance with Section 16.2.4 or Section 16.3.4 which shall be not later than [***]), with the United States Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”), all reports and other documents required to be filed by such Party under the HSR Act concerning the exercise of the applicable Commercial Option and (b) promptly comply with or cause to be complied with any Laws requests by the FTC or DOJ for additional information concerning the exercise of the applicable Commercial Option, in each case so that are the waiting period applicable to the applicable Commercial Option under the HSR Act will expire as soon as practicable after the date hereof. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the HSR Act. The Parties acknowledge that compliance with the timelines set forth in this paragraph will require the Parties to begin to prepare such filings sufficiently in advance of provision of the Commercial Option Exercise Notice, and if it is reasonably expected that the Commercial Option Exercise Notice will be provided then each Party agrees to commence any required actions as soon as possible in advance of provision of the Commercial Option Exercise Notice.
17.17.2 From the date of each Commercial Option Exercise Notice through receipt of Antitrust Clearance (but for no longer than [***] after the date of the Commercial Option Exercise Notice unless otherwise agreed between the Parties), Baxalta and Precision agree (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts, (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for the exercise of the Commercial Option under the HSR Act and any other federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the purpose or effect of monopolization reducing competition or restraint of trademonopolizing or restraining trade (collectively, including the HSR Act (“Antitrust Laws”), each party hereto agrees ; (b) to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any request by any Governmental Authority for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: ; (ic) cooperate in all respects with each other party or its affiliates in connection with to contest and resist any filing or submission and in connection with any investigation or other inquiryaction, including any proceeding initiated by legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, [***] Confidential treatment requested pursuant to a private personrequest for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the exercise of any Commercial Option under any Antitrust Law; (iid) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the exercise of any Commercial Option; (e) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other parties reasonably informed Party apprised of the status of matters relating to the exercise of any communication Commercial Option, including promptly furnishing the other Party with copies of material notices or other material communications received by such party Party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereofAffiliates, as the case may be, from any Third Party and/or any Governmental Authority with respect to the exercise of any Commercial Option, and (f) refrain from taking any action the purpose or effect of which could reasonably be expected delay, impair or impede the termination of any waiting period or the receipt of any required consents, permits, authorizations or approvals of any Governmental Authority. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the exercise of any Commercial Option unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate. Notwithstanding the foregoing, Baxalta shall, on behalf of the Parties, control and lead all communications and strategy relating to Antitrust Laws and litigation matters relating to the Antitrust Laws (provided that Precision is not prohibited from complying with applicable Law), subject to good faith consultations with Precision and the inclusion of Precision at meetings with Governmental Authorities with respect to any discussion related to the exercise of any Commercial Options under the Antitrust Laws.
17.17.3 Baxalta shall be responsible for all costs, expenses (other than Precision’s legal expenses), and filing fees in connection with this Section 17.17.
17.17.4 Notwithstanding the foregoing, nothing in this Section 17.17 or otherwise in this Agreement shall require Baxalta to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets or businesses or otherwise take any action that limits the freedom of action with respect to, or its ability to retain any of the businesses, product lines or assets.
Appears in 2 contracts
Samples: Development and Commercial License Agreement (Precision Biosciences Inc), Development and Commercial License Agreement (Precision Biosciences Inc)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act trade (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Actany Applicable Antitrust Laws if any filing under any Antitrust Laws are required.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party ShoulderUp hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, at its sole cost and expense. The parties hereto agree to respond use commercially reasonable efforts to supply as promptly as reasonably practicable to any request for additional information and documentary material that may be reasonably and without undue time or expense requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its ShoulderUp’s efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties ShoulderUp hereto further covenant covenants and agreeagrees, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (ShoulderUP Technology Acquisition Corp.)
Antitrust. (a) To Each party hereto agrees to promptly submit the extent Notification and Report Form required under by the HSR Act, and in any event to do so within ten (10) Business Days of the date of this Agreement. The parties hereto agree to supply as promptly as reasonably practicable additional information and documentary material that may be requested by any Governmental Authority pursuant to any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any request for additional information ) and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably promptly informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any communication given by it toto any Governmental Authority concerning the Transactions, consider in good faith the views of the other in connection with any proposed written communications by such party to any Governmental Authority concerning the Transactions, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted not prohibited by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. Materials required to be provided pursuant to this Section 7.14(b) may be restricted to outside counsel and redacted (1) to remove references concerning the valuation of the Company, (2) as necessary to comply with contractual arrangements, and (3) as necessary to address attorney-client privilege concerns.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws, including that Athena shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if such acquisition or agreement would reasonably be expected to delay obtaining or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Athena Technology Acquisition Corp.)
Antitrust. (a) To Each of the extent parties undertakes and agrees to make as soon as practicable all of the filings required of it or any of its affiliates under any applicable Antitrust Laws that are designed to prohibit, restrict or regulate actions having in connection with this Agreement and the purpose or effect transactions contemplated hereby. Parent shall be responsible for the payment of monopolization or restraint of trade, including all filing fees under the HSR Act (“and any other applicable Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The Each of the parties hereto agree to shall (i) respond as promptly as reasonably practicable to any request inquiries and requests received from any Antitrust Authorities for additional information or documentation and documentary material (ii) not extend any waiting period under the HSR Act and other applicable Antitrust Laws, rules or regulations or enter into any agreement with any Antitrust Authorities not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Parent shall avoid or eliminate each and every impediment under any Antitrust Law that may be requested pursuant asserted by any Antitrust Authority with respect to Antitrust Laws the Merger so as to enable the Closing to occur as expeditiously as possible, but in any event in sufficient time to ensure that the Acceptance Time occurs before the Termination Date. Subject to the following sentence, and subject to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for Parent’s obligation under the HSR Act.
(b) preceding sentence, the parties agree that Parent and its counsel shall have the primary lead role in any discussions and negotiations with any Antitrust Authorities with respect to the Antitrust Laws. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: shall (i) cooperate in all respects with each promptly notify the other party of any written communication to that party or its affiliates from any Antitrust Authority and, subject to applicable Law, permit the other party to review in connection with advance, and take into account any filing or submission and reasonable comments of the other party in connection with relation to, any investigation or other inquiry, including proposed written communication to any proceeding initiated by a private personof the foregoing; (ii) keep not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Antitrust Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference withand, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other personAntitrust Authority, give a Representative or Representatives of gives the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect theretomeeting; and (viii) use commercially reasonable efforts to cooperate in furnish the filing other party with copies of any memoranda, white papersall correspondence, filings, correspondence and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Antitrust Authority or members of their respective staffs on the other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agreehand, with respect to this Agreement and the Merger, except to the extent (x) the disclosure of any such information would violate the terms of any confidentiality agreement with a threatened third party or pending preliminary (y) such information relates to competitively sensitive matters if the exchange of such information, as determined by such party’s counsel, may result in antitrust difficulties for such party (or permanent injunction any of its affiliates), provided that in the case of clause (y), such information shall be provided to the other party’s counsel, who shall agree not to disclose such information to its client. Parent and Purchaser shall take all actions and non-actions requested by any Antitrust Authority, or all actions and non-actions necessary to resolve any objections that may be asserted by any Antitrust Authority, with respect to the transactions contemplated by this Agreement, including agreeing to sell, divest, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customers or other orderassets. Notwithstanding the foregoing, decree nothing in this Agreement shall require Parent or ruling Purchaser to commence or statute, rule, regulation threaten to commence any litigation or executive order that would adversely affect the ability of the parties to consummate the Transactionsother civil or legal proceedings, to use commercially reasonable efforts hold separate the Company or any of its Subsidiaries or any other business unit or to prevent divest any business or lift the entry, enactment assets currently owned by Siemens AG or promulgation thereof, as the case may beany of its direct or indirect subsidiaries.
Appears in 1 contract
Antitrust. (a) To As promptly as practicable after the extent required under any Laws that are designed date of this Agreement, each of Purchaser and Seller shall begin to prohibit, restrict or regulate actions having prepare and in no event later than ten (10) Business Days after the purpose or effect of monopolization or restraint of trade, including the HSR Act date hereof (“Antitrust Laws”subject to extension as set forth below), Purchaser and Seller shall each party hereto agrees to promptly make any required filing or application under Antitrust Lawsfile (or, if applicable, cause its Ultimate Parent Entity, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for defined under the HSR Act, to prepare and file) any notification required of it thereunder in connection with the transactions contemplated by this Agreement and shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with the transactions contemplated by this Agreement and otherwise cooperate in good faith with each other and such Governmental Entities. Purchaser and Seller shall (or, if applicable, shall cause its Ultimate Parent Entity, to) (a) request early termination of all waiting periods under the HSR Act; (b) promptly inform the other of any material communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding the transactions contemplated by this Agreement; (c) give the other prompt notice of the commencement of any action, suit, litigation, arbitration, proceeding or investigation by or before any Governmental Authority with respect to such transactions; and (d) keep the other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation. Filing fees with respect to the notifications required under the HSR Act shall be paid by Purchaser. The ten (10) Business Day period set forth the above shall be extended to the extent the Parties are continuing to, and have been continually, diligently working to prepare and file such notification.
(b) Each party shallIn addition to the foregoing, in connection with its efforts Purchaser and Seller shall cooperate to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Lawmake, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission as promptly as practicable, and in connection with any investigation event within the twelve (12) Business Days after the date of this Agreement (subject to extension as provided below), such filings, applications and reports, and respond to any request for supplemental information related thereto, as deemed advisable by the parties pursuant to applicable Legal Requirements, if any, governing non-U.S. antitrust, competition or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any merger control approval of the Transactions; transactions contemplated by this Agreement (iii“Foreign Antitrust Approval”). The twelve (12) permit a Representative of Business Day period set forth the other above shall be extended to the extent the parties and their respective outside counsel to review any communication given by it are continuing to, and consult with each other in advance of any meeting or conference withhave been continually, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, diligently working to prepare and to the extent permitted by make such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authorityapplications and reports.
(c) No Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of and any Governmental Authority of any required filings or applications under Antitrust Lawsrelating to the transactions contemplated by this Agreement. The parties hereto further covenant may, as they deem advisable and agreenecessary, with respect designate any competitively sensitive materials provided to a threatened or pending preliminary or permanent injunction or the other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect under this Section 7.8 as “outside counsel only.” Such materials and the ability information contained therein shall be given only to outside counsel of the parties recipient and will not be disclosed by such outside counsel to consummate employees, officers, or directors of the Transactionsrecipient without the advance written consent of the party providing such materials. In addition, to use commercially reasonable efforts the extent reasonably practicable, all substantive discussions, substantive telephone calls, and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include representatives of both parties. Subject to prevent applicable law, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or lift submitted to any Governmental Authority regarding the entry, enactment transactions contemplated by this Agreement by or promulgation thereof, as the case may beon behalf of any Party.
Appears in 1 contract
Antitrust. 8.1. At least forty-five (a45) To calendar days prior to the extent required issuance to Subscriber of any additional Grove Securities, VGAC Common Shares or any other equity securities of either Issuer (including the Grove Warrants and the Additional Shares, respectively) in connection with Sections 2.2.1, 2.2.3, 2.2.4, 3.2.1 or 3.5.1 (such date, the “Filing Determination Date”), Subscriber and the applicable Issuer shall work in good faith to determine if any such issuances will require a filing or application under any Laws laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (as defined in the Business Combination Agreement) (“Antitrust Laws”).
8.2. If Subscriber and the applicable Issuer determine that a filing or application is required pursuant to Section 8.1, then each such party hereto agrees to promptly make (but, in any event, no later than ten (10) calendar days after the Filing Determination Date) make, or cause to be made, any required filing or application under Antitrust Laws, as applicable, including a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission, as required by the HSR Act. The parties hereto hereto, as applicable, agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) 8.3. No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties hereto to consummate the Transactionsissuances referenced in Section 8.1, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Subscription Agreement (Virgin Group Acquisition Corp. II)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and with respect to the HSR Act make any required filings no later than the filing of the Registration Statement with the SEC. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Acquiror and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided, that materials required to be provided pursuant to this Section 7.11(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, confidentiality obligations, or applicable Law, and (C) as necessary to protect against waiver of attorney-client privilege or other privilege due to disclosure.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agreeNotwithstanding anything in this Agreement to the contrary, nothing in this Section 7.11 shall require the Company, the Acquiror or any of their respective Affiliates, to take any action, including selling, divesting or otherwise disposing of, licensing, holding separate, or otherwise restricting or limiting its freedom to operate with respect to a threatened to, any business, products, rights, services, licenses, investments, or pending preliminary or permanent injunction or other orderassets, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate Company, the TransactionsAcquiror or their respective Affiliates, to use commercially reasonable efforts to prevent or lift investment of the entryCompany, enactment the Acquiror or promulgation thereoftheir respective Affiliates, as the case may beor any interests therein.
Appears in 1 contract
Samples: Business Combination Agreement (DHC Acquisition Corp.)
Antitrust. (a) To Upon Theravance's receipt of the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”)Exercise Notice, each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to Party will use commercially reasonable efforts Commercially Reasonable Efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws Law to consummate the Option as soon as practicablepracticable after the date on which Xxxxxxx provides the Exercise Notice to Theravance, including by requesting early termination including, as necessary, (a) preparing and filing with the U.S. Federal Trade Commission (the "FTC") and the Antitrust Division of the waiting period provided for under U.S. Department of Justice (the "DOJ"), and the notification and report forms relating to the exercise of the Option and Commercial License as required by the HSR Act.
, (b) preparing and filing with the appropriate governmental bodies of any foreign antitrust authority identified by Xxxxxxx ("Foreign Authorities"), and comparable notification forms required by the merger notification or control laws of any other applicable jurisdiction and (c) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals (collectively, "Clearances"). Each party of Xxxxxxx and Theravance shall, in connection with its the efforts referenced in this Section 2.2 to obtain all requisite approvals and authorizations applicable Clearances for the Transactions Option and Commercial License under any applicable Antitrust Law, use its commercially reasonable efforts to: (i) cooperate to the extent reasonably practicable, not participate in all respects with each other party or its affiliates in connection with attend any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives frommeeting, or given by such party or its Representatives to, engage in any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference substantive conversation with, any Governmental Authority orin respect of the transactions contemplated hereby without the other, in connection with any proceeding by a private person, with any other person, and (ii) to the extent permitted by such Governmental Authority or other personreasonably practicable, give a Representative or Representatives of the other parties the opportunity to attend and participate in ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. reasonable prior notice of any such meetings and conferences; meeting or conversation, (iviii) in the event a party’s Representative one party is prohibited by applicable Laws or by the applicable Governmental Authority from participating in or attending any meetings such meeting or conferencesengaging in any such conversation, the other parties shall keep such party promptly and Party reasonably apprised with respect thereto; and , (viv) use commercially reasonable efforts to cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or correspondence, other substantive written communications or Regulatory Materials explaining or defending this Agreement and the Transactionstransactions contemplated hereby, articulating any regulatory or competitive argument, and/or arrangement or responding to requests or objections made by any Governmental Authority.
, (cv) No party hereto provide each other or the outside counsel of the other Party with complete and accurate copies to the other of all filings, submissions, correspondence and other substantive written communications (and memoranda setting forth the substances thereof) between it and its Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority's staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby, subject to (a) the sharing of competitively sensitive information on a confidential outside counsel only basis (which must be redacted before sharing with the other Party), and (b) the redaction of valuation material or information subject to attorney-client privilege (including when shared with the outside counsel of the other Party), and (vi) consider in good faith the views of the other in connections with such communications. The Parties will jointly control the strategy relating to Clearances for the Products under the Antitrust Laws; provided that Xxxxxxx shall control all communications with the FTC, DOJ, and Foreign Authorities with respect to its filings for Clearances for the Products, and Theravance shall control all communications with the FTC, DOJ, and Foreign Authorities with respect to its filings for Clearances for the Products. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall either Party be required to offer, accept or agree to (1) sell, divest, dispose of or hold separate (including through a license or a reversion of licensed or assigned rights) any portion of the businesses, operations, assets or product lines of itself or its Affiliates or (2) otherwise take any action that could reasonably be expected to adversely affect or materially delay limits the approval freedom of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, action with respect to, or its ability to retain, any of its businesses, operations, assets or product lines or those of its Affiliates. Each Party shall bear its own costs and expenses associated with the filings (including filing fees, which, for clarity, shall be borne by Xxxxxxx as licensee) and other actions contemplated by this Section 2.2. In the event Xxxxxxx has not obtained all necessary clearances pursuant to this Section 2.2 within [***]. After obtaining of all necessary Clearances pursuant to this Section 2.2, Xxxxxxx and Theravance shall mutually agree on 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 ability date for consummation of the parties to consummate Option, which date shall be no later than [***] after the Transactionsdate of obtaining all necessary Clearances (such date, to use commercially reasonable efforts to prevent or lift the entry"Option Completion Date"). On the Option Completion Date, enactment or promulgation thereof, as Xxxxxxx shall pay Theravance the case may beOpt-In Exercise Fee.
Appears in 1 contract
Samples: License and Collaboration Agreement (Theravance Biopharma, Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and HCIC each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party The parties hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 8.14(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Hennessy Capital Investment Corp. V)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Parent each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party During the Interim Period, Parent and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.14(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company, and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Isleworth Healthcare Acquisition Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and with respect to the HSR Act make any required filings no later than ten (10) Business Days after the date of this Agreement. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Acquiror and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided, that materials required to be provided pursuant to this Section 7.11(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, confidentiality obligations, or applicable Law, and (C) as necessary to protect against waiver of attorney-client privilege or other privilege due to disclosure.
(c) No party hereto Notwithstanding anything in this Agreement to the contrary, nothing in this Section 7.11 shall require the Company, the Acquiror or any of their respective Affiliates, to take any action that could reasonably be expected action, including selling, divesting or otherwise disposing of, licensing, holding separate, or otherwise restricting or limiting its freedom to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, operate with respect to a threatened to, any business, products, rights, services, licenses, investments, or pending preliminary or permanent injunction or other orderassets, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate Company, the TransactionsAcquiror or their respective Affiliates, to use commercially reasonable efforts to prevent or lift investment of the entryCompany, enactment the Acquiror or promulgation thereoftheir respective Affiliates, as the case may beor any interests therein.
Appears in 1 contract
Samples: Business Combination Agreement (DHC Acquisition Corp.)
Antitrust. (a) To the extent required under any applicable Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act trade or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (“Antitrust Laws”), each party hereto Party agrees to promptly (but in no event later than fifteen (15) days after the date hereof) make any required filing or application under Antitrust Laws, as applicable. The parties hereto Parties agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the any waiting period provided for under the HSR Actperiods thereunder.
(b) Each party Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties Parties reasonably informed of any communication received by such party Party or its Representatives from, or given by such party Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a partyParty’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties Parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. No Party shall permit any of its officers or any other Representatives or agents to participate in any pre-scheduled meeting with any Governmental Authority in respect of any filing, investigation or other inquiry relating to the Transactions unless it consults with the other part in advance and, to the extent permitted by such Governmental Authority, gives the other Party to attend and participate thereat.
Appears in 1 contract
Samples: Business Combination Agreement (DD3 Acquisition Corp. II)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Pace each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act; provided, if the Closing occurs, the fees of each Party will be paid in accordance with Section 11.03. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Pace and the Company each shall, in connection with its efforts to obtain all requisite approvals Requisite Company Approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 9.10(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, and (B) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (TPG Pace Solutions Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Pace each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act; provided, if the Closing occurs, the fees of each Party will be paid in accordance with Section 11.03. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Pace and the Company each shall, in connection with its efforts to obtain all requisite approvals Requisite Nerdy Approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 9.11(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, and (B) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (TPG Pace Tech Opportunities Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicableapplicable as promptly as reasonably practicable and no later than ten (10) Business Days after the date of this Agreement, the Company and Parent each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party During the Interim Period, Parent and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably promptly informed of any substantive communication received by such party or its Representatives from, or given by such party or its Representatives to, with any Governmental Authority (and if oral provide an accurate summary of the communication) and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance and consider in good faith any edits or comments for any substantive written communication to be given by it to, and consult with each other in advance of any meeting or conference oral communication and consider in good faith any comments with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials to be provided pursuant to this Section 7.15(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company, (ii) competitively sensitive information, and (iii) as necessary to comply with contractual arrangements or the Law.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (FG Merger Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Ackrell each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR ActAct (if available).
(b) Each party Ackrell and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private personPerson; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private personPerson, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private personPerson, with any other personPerson, and to the extent permitted by such Governmental Authority or other personPerson, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 10.11(b) may be limited to outside counsel and may be redacted (x) to remove references to the valuation of the Company, and (y) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, including by agreeing to merge with respect to or acquire any other Person or acquire 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 ability substantial portion of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent assets of or lift the entry, enactment or promulgation thereof, as the case may beequity in any other Person.
Appears in 1 contract
Samples: Business Combination Agreement (ACKRELL SPAC Partners I Co.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company, Topco and Concord each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act; provided, that, subject to the following proviso, the Company shall pay the full HSR Act filing fee at the time of filing; provided, further, if the Closing occurs, the fees of each Party will be paid in accordance with Section 11.03. The parties hereto Parties agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Concord, Topco and the Company each shall, in connection with its efforts to obtain all requisite approvals Requisite Approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives Party from, or given by such party or its Representatives Party to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 9.11(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, and (B) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Concord Acquisition Corp)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and HCAC each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party HCAC and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.13(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company, and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Hennessy Capital Acquisition Corp IV)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than fifteen (15) Business Days after the Original Signing Date, the Company and HCIC each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party The parties hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 8.14(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Hennessy Capital Investment Corp. V)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and GX each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party GX and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.14(b) may be limited to outside counsel and may be redacted (i) to remove references to the valuation of the Company, and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto Party agrees to promptly (and in connection with the any required filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The parties hereto Parties agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR ActAct (if available).
(b) Each party Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties Parties reasonably informed of any communication received by such party Party or its Representatives from, or given by such party Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a partyParty’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties Parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (ITHAX Acquisition Corp.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and GCAC each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR ActAct (if available).
(b) Each party GCAC and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private personPerson; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private personPerson, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private personPerson, with any other personPerson, and to the extent permitted by such Governmental Authority or other personPerson, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.12(b) may be limited to outside counsel and may be redacted (x) to remove references to the valuation of the Company, and (y) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, including by agreeing to merge with respect to or acquire any other Person or acquire 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 ability substantial portion of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent assets of or lift the entry, enactment or promulgation thereof, as the case may beequity in any other Person.
Appears in 1 contract
Samples: Business Combination Agreement (Growth Capital Acquisition Corp.)
Antitrust. As soon as reasonably practicable following the date hereof (aand, in any event, no later than ten (10) To Business Days after the extent date hereof) and pursuant to the applicable requirements of the HSR Act, unless the Purchaser and the Company agree in writing that no such filings are required under the HSR Act, the Company on the one hand, and the Purchaser, on the other hand, shall cause notification and report forms relating to the Transactions to be filed with the FTC and the DOJ requesting early termination of any applicable waiting period under the HSR Act. As promptly as reasonably practicable following the date on which any other Governmental Entity notifies any of the parties hereto or any of their respective Affiliates or representatives prior to the Closing that any registration, declaration, filing or notification is required under any Laws that are designed to prohibitother applicable laws, restrict rules or regulate actions having the purpose or effect of monopolization or restraint of trade, regulations (including the HSR Act (“Antitrust Laws”)) to be filed with such other Governmental Entity in connection with the Transactions, each party hereto agrees such parties shall cause to promptly make any required be filed with such other applicable Governmental Entity, such applicable registration, declaration, filing or application under Antitrust Laws, as applicablenotification. The parties hereto agree Company on the one hand, and the Purchaser, on the other hand, shall (i) subject to the confidentiality provisions of this Agreement and the Confidentiality Agreement, promptly supply the other party with any information which may be required in order to effectuate such filings, subject to applicable laws, and (ii) exercise reasonable best efforts to respond as promptly as reasonably practicable to any request inquiries received from the FTC, the DOJ or any other applicable Governmental Entity for additional information or documentation. The Company on the one hand, and documentary material the Purchaser, on the other hand, shall (x) promptly notify and apprise the other party of any substantive communication between that may be requested pursuant party and the FTC, the DOJ, or any other applicable Governmental Entity and discuss with and permit the other party to Antitrust Laws review in advance (and to use commercially consider in good faith the other party’s reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, comments in connection with) any proposed written or oral communication to any such Governmental Entity, (y) consult with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of participating in any meeting substantive meeting, telephone call or conference withdiscussion with the FTC, any Governmental Authority orthe DOJ, in connection with any proceeding by a private person, with or any other personapplicable Governmental Entity with respect to any filings, and investigation or inquiry concerning the Transactions and, to the extent permitted not prohibited by such Governmental Authority or other personEntity, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings thereat and conferences; (ivz) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, furnish the other parties shall keep party with copies of all written correspondence, filings and communications between such party promptly and reasonably apprised with respect thereto; their respective representatives on the one hand, and (v) use commercially reasonable efforts to cooperate in any such Governmental Entity or members of its staff on the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agreehand, 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 ability of the parties to consummate the Transactions, . The Purchaser and the Company each shall pay and be responsible for 50% of all filing fees under the HSR Act and any other filings made pursuant to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may bethis Section 4.06.
Appears in 1 contract
Samples: Investment Agreement (Global Eagle Entertainment Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly (and in connection with any required filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Merger Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding Action initiated by a private person; , (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding Action by a private person, in each case regarding any of the Merger Transactions; , (iii) permit a Representative of the other parties and their respective outside counsel to review any communication (other than any communication or portion of a communication that discloses confidential information that the disclosing party is not permitted, under applicable Law or contract, to disclose to the other party) given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding Action by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; , (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; thereto and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Merger Transactions, articulating any regulatory or competitive argument, and/or argument or responding to requests or objections made by any Governmental Authority, in each case, other than with respect to the Restructuring.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, 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 ability of the parties hereto to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (DPCM Capital, Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than forty-five (45) days after the date of this Agreement, the Company and Parent each (if applicable) shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act; provided that Parent and the Company shall each be responsible for fifty percent (50%) of the HSR Act Filing Fee. The parties hereto Parties agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period (to the extent that early termination is available under the HSR Act at such time) provided for under the HSR Act. For the avoidance of doubt, Parent agrees to take (and cause its affiliates to take) as promptly as practicable any and all steps or actions and make any and all commitments that may be necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any Governmental Authority, in each case, with competent jurisdiction, so as to enable the Parties to consummate the Transactions as promptly as practicable following the date of this Agreement (and in any event, prior to the Outside Date such that the parties hereto have sufficient time to consummate the Closing in advance of the Outside Date), including committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale or disposition of such assets or businesses as are required to be divested, terminating, modifying, or assigning existing relationships, contracts, or obligations of Parent or any of its Affiliates and, from and after the Closing, the Company and the Company Subsidiaries, changing or modifying any course of conduct regarding future operations of Parent or any of its Affiliates and, from and after the Closing, the Company and the Company Subsidiaries, or entering into such other arrangements as are necessary or advisable, in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated hereby as promptly as practicable.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals Parent and authorizations for the Transactions under any Antitrust Law, Company each shall use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives Party from, or given by such party or its Representatives Party to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 8.12(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, and (B) as necessary to comply with contractual arrangements.
(c) No party hereto Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the Signing Date, the Company and Parent each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties hereto to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Virgin Group Acquisition Corp. II)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, including the HSR Act and the Laws of any jurisdiction or Governmental Authority outside of the United States (“Antitrust Laws”), each party hereto Party agrees to promptly (but in no event later than fifteen (15) days after the date hereof) make any required filing or application under Antitrust Laws, as applicable. The parties hereto Parties agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the any waiting period provided for under the HSR Actperiods thereunder.
(b) Each party Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties Parties reasonably informed of any communication received by such party Party or its Representatives from, or given by such party Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a partyParty’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties Parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. No Party shall permit any of its officers or any other Representatives or agents to participate in any pre-scheduled meeting with any Governmental Authority in respect of any filing, investigation or other inquiry relating to the Transactions unless it consults with the other part in advance and, to the extent permitted by such Governmental Authority, gives the other Party to attend and participate thereat.
Appears in 1 contract
Samples: Business Combination Agreement (Union Acquisition Corp. II)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and SMMC each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party SMMC and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.12(b) may be limited to outside counsel and may be redacted (x) to remove references to the valuation of the Company, and (y) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, including by agreeing to merge with respect to or acquire any other person or acquire 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 ability substantial portion of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent assets of or lift the entry, enactment or promulgation thereof, as the case may beequity in any other person.
Appears in 1 contract
Samples: Business Combination Agreement (BTRS Holdings Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than 10 Business Days after the date of this Agreement, the Company and IAC each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR ActAct (if available).
(b) Each party IAC and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private personPerson; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private personPerson, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private personPerson, with any other personPerson, and to the extent permitted by such Governmental Authority or other personPerson, give a Representative or Representatives of the other parties party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.12(b) may be limited to outside counsel and may be redacted (x) to remove references to the valuation of the Company, and (y) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could would reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, including by agreeing to merge with respect to or acquire any other Person or acquire 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 ability substantial portion of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent assets of or lift the entry, enactment or promulgation thereof, as the case may beequity in any other Person.
Appears in 1 contract
Samples: Business Combination Agreement (Insight Acquisition Corp. /DE)
Antitrust. (ai) To the extent If any notifications, filings or approvals are required to be obtained under any Antitrust Laws that are designed applicable to prohibit, restrict or regulate actions having the purpose or effect conversion of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any request for additional information and documentary material that may be requested this Note pursuant to Antitrust Laws and to in accordance with this Section 6, then each of the Company and the Holder shall use commercially reasonable efforts to take take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under any applicable Laws to make such notifications or filings and to obtain such approvals as promptly as reasonably practicable. In such event, each of the Company and the Holder shall cooperate with the other actions necessaryparty’s legal advisors in the preparation and filing of any documentation, proper notifications, filings, registrations, submissions and other materials required or advisable necessary under any applicable Antitrust Law and providing, within a reasonable time, all documents and information necessary to prepare and make any such filing. The Company and the Holder shall timely provide all information, documents and statements required by the applicable Governmental Authorities for the analysis of any such filing. All filings made pursuant to any applicable Antitrust Laws shall be made in substantial compliance with the requirements of such Antitrust Laws and any other applicable Laws. Each of the Company and the Holder shall use its reasonable best efforts to cause any required filings under the expiration or termination Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of the applicable waiting periods or obtain required approvals1976, as amended, and the rules and regulations promulgated thereunder, and any other applicable under Antitrust Laws as soon as practicable, including by requesting to be considered for grant of “early termination of termination” or the waiting period provided for under equivalent thereof. The Company and the HSR Act.
(b) Each party shall, Holder shall cooperate with each other in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission foregoing and in connection with resolving any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval inquiry of any Governmental Authority under any applicable Antitrust Law.
(ii) A beneficial owner of the Notes shall not be entitled to receive shares of Common Stock upon conversion of any required filings or applications Notes (including in connection with a Public Company Forced Conversion Event) during any period of time in which the aggregate number of shares of Common Stock that may be acquired by such beneficial owner upon conversion of Notes shall in the reasonable judgment of the Holder, result in a violation by such holder of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (an “HSR Violation”). If a Holder identifies an HSR Violation then at the applicable Conversion Time, (i) only such portion of such Holder’s Notes Obligations Amount may be converted into Common Stock without resulting in an HSR Violation shall be converted to Common Stock and (ii) the remaining portion of the Notes Obligation Amount that would otherwise have been converted into Common Stock, from the Conversion Time forward, shall continue to be treated as Notes issued under Antitrust Laws. The parties hereto further covenant the Note Purchase Agreement with all the same rights and agreeprivileges thereunder, until the necessary approvals with respect to the HSR Violation shall have been obtained by such Holder, at which such time the Company may issue 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 Notice of Conversion pursuant to Section 4.1(a)(i) to convert the ability of remaining Notes Obligation Amount at the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may beapplicable Conversion Time.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Redaptive, Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto Party agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and with respect to the HSR Act make any required filings no later than fifteen (15) Business Days after the date of this Agreement. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially their reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable applicable, under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party SPAC and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives Party from, or given by such party or its Representatives Party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such material written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any material written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in-person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative Party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided, that materials required to be provided pursuant to this Section 7.12(b) may be restricted to outside counsel and may be redacted (vi) to remove references concerning the valuation of the Company, and (vii) as necessary to comply with contractual arrangements.
(c) No party hereto Party shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Prime Impact Acquisition I)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and with respect to the HSR Act make any required filings no later than ten (10) Business Days after the date of this Agreement. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Switchback and the Company each shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided, that materials required to be provided pursuant to this Section 7.12(b) may be restricted to outside counsel and may be redacted (vi) to remove references concerning the valuation of the Company, and (vii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Switchback Energy Acquisition Corp)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of tradetrade or anti-competitive effects, through the merger or combination of independent businesses, or otherwise, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. No later than ten (10) Business Days after the date of this Agreement, the respective ultimate parents entities of the Company and LOKB each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report From as required by the HSR Act. The parties hereto agree to respond as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) where practicable, permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided, that materials required to be provided pursuant to this Section 8.12(b) may be restricted to outside counsel and may be redacted (i) to remove references concerning the valuation of the Company, and (ii) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Live Oak Acquisition Corp II)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto Party agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and the Buyer each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties Parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may reasonably be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party The Buyer and the Company each shall, in connection with its efforts to obtain all requisite approvals Requisite Approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party Party or its affiliates Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private personPerson; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives Party from, or given by such party or its Representatives Party to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications; (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties Party the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative Party is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 8.13(b) may be limited to outside counsel and may be redacted (A) to remove references to the valuation of the Company, and (B) as necessary to comply with contractual arrangements.
(c) No party Other than as agreed in this Agreement, the Additional Agreements, the Subscription Agreements or the OpCo LLCA, no Party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto Parties further covenant and agree, 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 ability of the parties Parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Aldel Financial Inc.)
Antitrust. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date of this Agreement, the Company and Good Works each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act; provided, if the Closing occurs, the fees of each Party will be paid in accordance with Section 10.03. The parties hereto agree to respond supply as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
(b) Each party Good Works and the Company each shall, in connection with its efforts to obtain all requisite approvals Requisite Company Approvals and authorizations expiration or termination of waiting periods for the Transactions under any Antitrust Law, use its commercially reasonable best efforts to: (i) cooperate in all respects with each other party or its affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit a Representative of the other parties and their respective outside counsel to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party’s Representative party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 8.11(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, and (B) as necessary to comply with contractual arrangements.
(c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority Authority, or the expiration or termination of any required filings or applications waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, 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 ability of the parties to consummate the Transactions, to use commercially reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (Good Works II Acquisition Corp.)
Antitrust. (a) To Upon Theravance’s receipt of the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”)Exercise Notice, each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to respond as promptly as reasonably practicable to any request for additional information and documentary material that may be requested pursuant to Antitrust Laws and to Party will use commercially reasonable efforts Commercially Reasonable Efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws Law to consummate the Option as soon as practicablepracticable after the date on which Xxxxxxx provides the Exercise Notice to Theravance, including by requesting early termination including, as necessary, (a) preparing and filing with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the waiting period provided for under U.S. Department of Justice (the “DOJ”), and the notification and report forms relating to the exercise of the Option and Commercial License as required by the HSR Act.
, (b) preparing and filing with the appropriate governmental bodies of any foreign antitrust authority identified by Xxxxxxx (“Foreign Authorities”), and comparable notification forms required by the merger notification or control laws of any other applicable jurisdiction and (c) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals (collectively, “Clearances”). Each party of Xxxxxxx and Theravance shall, in connection with its the efforts referenced in this Section 2.2 to obtain all requisite approvals and authorizations applicable Clearances for the Transactions Option and Commercial License under any applicable Antitrust Law, use its commercially reasonable efforts to: (i) cooperate to the extent reasonably practicable, not participate in all respects with each other party or its affiliates in connection with attend any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives frommeeting, or given by such party or its Representatives to, engage in any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference substantive conversation with, any Governmental Authority orin respect of the transactions contemplated hereby without the other, in connection with any proceeding by a private person, with any other person, and (ii) to the extent permitted by such Governmental Authority or other personreasonably practicable, give a Representative or Representatives of the other parties the opportunity to attend and participate in ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. reasonable prior notice of any such meetings and conferences; meeting or conversation, (iviii) in the event a party’s Representative one party is prohibited by applicable Laws or by the applicable Governmental Authority from participating in or attending any meetings such meeting or conferencesengaging in any such conversation, the other parties shall keep such party promptly and Party reasonably apprised with respect thereto; and , (viv) use commercially reasonable efforts to cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or correspondence, other substantive written communications or Regulatory Materials explaining or defending this Agreement and the Transactionstransactions contemplated hereby, articulating any regulatory or competitive argument, and/or arrangement or responding to requests or objections made by any Governmental Authority.
, (cv) No party hereto provide each other or the outside counsel of the other Party with complete and accurate copies to the other of all filings, submissions, correspondence and other substantive written communications (and memoranda setting forth the substances thereof) between it and its Affiliates and their respective representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority’s staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby, subject to (a) the sharing of competitively sensitive information on a confidential outside counsel only basis (which must be redacted before sharing with the other Party), and (b) the redaction of valuation material or information subject to attorney-client privilege (including when shared with the outside counsel of the other Party), and (vi) consider in good faith the views of the other in connections with such communications. The Parties will jointly control the strategy relating to Clearances for the Products under the Antitrust Laws; provided that Xxxxxxx shall control all communications with the FTC, DOJ, and Foreign Authorities with respect to its filings for Clearances for the Products, and Theravance shall control all communications with the FTC, DOJ, and Foreign Authorities with respect to its filings for Clearances for the Products. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall either Party be required to offer, accept or agree to (1) sell, divest, dispose of or hold separate (including through a license or a reversion of licensed or assigned rights) any portion of the businesses, operations, assets or product lines of itself or its Affiliates or (2) otherwise take any action that could reasonably be expected to adversely affect or materially delay limits the approval freedom of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, action with respect to, or its ability to retain, any of its businesses, operations, assets or product lines or those of its Affiliates. Each Party shall bear its own costs and expenses associated with the filings (including filing fees, which, for clarity, shall be borne by Xxxxxxx as licensee) and other actions contemplated by this Section 2.2. In the event Xxxxxxx has not obtained all necessary clearances pursuant to this Section 2.2 within [***]. After obtaining of all necessary Clearances pursuant to this Section 2.2, Xxxxxxx and Theravance shall mutually agree on 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 ability date for consummation of the parties to consummate Option, which date shall be no later than [***] after the Transactionsdate of obtaining all necessary Clearances (such date, to use commercially reasonable efforts to prevent or lift the entry“Option Completion Date”). On the Option Completion Date, enactment or promulgation thereof, as Xxxxxxx shall pay Theravance the case may beOpt-In Exercise Fee.
Appears in 1 contract
Samples: License and Collaboration Agreement (Theravance Biopharma, Inc.)
