Common use of Avoidance of Impediments Clause in Contracts

Avoidance of Impediments. Parent agrees to take (and to cause its Subsidiaries to take) promptly any and all steps necessary to avoid or eliminate each and every impediment, obtain all consents and make all filings under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise, (i) the sale or disposition of such assets or businesses as are required to be divested 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 Offer and the Merger and the other transactions contemplated by this Agreement as promptly as practicable; (ii) the amendment or termination of existing contracts, licenses or other relationships; (iii) the entering into of new contracts, licenses or other relationships; and (iv) behavioral commitments limiting or modifying Parent’s or any of its Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines or assets (in each case, solely conditioned on the effectiveness of the Closing).

Avoidance of Impediments. Parent agrees to promptly take (and to cause its Subsidiaries controlled Affiliates to take) promptly any and all steps necessary to avoid or eliminate each and every impediment, obtain all consents and make all filings under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust trust, or otherwise, (i) the sale or disposition of such assets or businesses of the Company as are required to be divested in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any order order, that would otherwise have the effect of preventing or materially delaying the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement as promptly as practicable; . Further, Parent will, and will cause its controlled Affiliates to, take any and all actions necessary in order to ensure that (iix) the amendment no requirement for any non-action by or termination Consent or approval of existing contractsany foreign or U.S. Governmental Authority with respect to any Antitrust Laws, licenses (y) no decree, judgment, injunction, temporary restraining order or any other relationships; (iii) the entering into of new contractsorder in any suit or proceeding with respect to any Antitrust Laws, licenses or other relationships; and (ivz) behavioral commitments limiting or modifying Parent’s or no other matter relating to any of its Subsidiaries’ rights of ownership in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines or assets (in each case, solely conditioned on the effectiveness Antitrust Laws would preclude consummation of the Closing)Merger by the Termination Date.

Avoidance of Impediments. Parent agrees to promptly take (and to cause its Subsidiaries controlled Affiliates to take) promptly any and all steps necessary to avoid or eliminate each and every impediment, obtain all consents and make all filings under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust trust, or otherwise, (i) the sale or disposition of such assets or businesses of the Company as are required to be divested in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any order order, that would otherwise have the effect of preventing or materially delaying the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement as promptly as practicable; . Further, Parent will, and will cause its controlled Affiliates to, take any and all actions necessary in order to ensure that (iix) the amendment no requirement for any non-action by or termination Consent or approval of existing contractsany foreign or U.S. Governmental Authority with respect to any Antitrust Laws, licenses or other relationships; (iiiy) the entering into of new contractsno decree, licenses or other relationships; and (iv) behavioral commitments limiting or modifying Parent’s judgment, injunction, temporary restraining order or any of its Subsidiaries’ rights of ownership in, other order in any suit or ability proceeding with respect to conduct the business of, one or more of its operations, divisions, businesses, product lines or assets (in each case, solely conditioned on the effectiveness of the Closing).any Antitrust Laws,