Certain Governmental Matters. (a) Without in any way limiting the other provisions of this Section 6.1, Parent and the Company agree to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions and to respond as promptly as practicable to any inquiries received and requests made by a Governmental Competition Authority for any additional information and documentary material pursuant to the HSR Act, the TSX Manual and any other Competition Law, and in each case, request “early termination” or any equivalent process, if available. From and after the date hereof and until all governmental approvals required in connection with the Transactions have been obtained, Parent shall not, and shall cause its Affiliates not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1. (b) Each of the Company and Parent shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to any such inquiry or request as promptly as practicable, (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.1, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party or its Affiliates to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the Acquisition; provided, however, that materials may be withheld or redacted before being provided to the other party as necessary to (x) comply with contractual arrangements or (y) address reasonable privilege or confidentiality concerns, and (iv) furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or agency Action by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.1, each party agrees to cooperate and use reasonable best efforts to assist in any defense by any other party to the Transactions before any Governmental Competition Authority reviewing the Transactions, including by responding as promptly as practicable to any requests for information by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense. (c) If any objections are asserted by any Governmental Competition Authority with respect to the Transactions under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the Merger, or if any Action is instituted by any Governmental Competition Authority or any private party challenging the Transactions as violative of any applicable Competition Law, or an Order is issued enjoining the Transactions, each of the Company and Parent shall use its reasonable best efforts to resolve any such objections or Actions so as to permit consummation of the Transactions by the Closing as soon as practicable. (d) Each of the Company and Parent shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company and Parent shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or to not consummate the Acquisition on the Closing Date, except with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. The Company and Parent shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action contemplated by this Section 6.1 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.
Appears in 1 contract
Samples: Merger Agreement (Aphria Inc.)
Certain Governmental Matters. (a) Without in any way limiting the other provisions generality of the undertakings pursuant to this Section 6.17.2, Parent Buyer and the Company Ashland agree to make take or cause to be made, in consultation and cooperation with taken the other and as promptly as practicable and advisable after the date hereof, following actions: (i) an appropriate filing of a Notification and Report Form pursuant provide promptly to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions information and to respond as promptly as practicable to any inquiries received and requests made documents requested by a such Governmental Competition Authority for Authority, or necessary, proper or advisable in connection with the Contemplated Transactions; and (ii) without in any additional information way limiting the other provisions of this Section 7.2, file any Notification and documentary material Report form pursuant to the HSR Act, the TSX Manual Act and related material required under any other Competition Law, including the EU Merger Regulation, in connection with the Contemplated Transactions as soon as practicable, and in each case, request “early termination” thereafter use its reasonable best efforts to comply as soon as practicable with any requests for additional information or any equivalent process, if availabledocumentary material that may be made under such Competition Law. From and after the date hereof and until all governmental approvals required in connection with the Contemplated Transactions have been obtained, Parent Buyer shall not, and shall cause its Affiliates each of the Buyer Corporations not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1.
(b) Each of the Company Ashland and Parent Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to comply with any such inquiry or request as promptly as practicable, (ii) . Ashland and Buyer shall cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.17.2, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) Authority and provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party and Ashland, the Asset Selling Corporations or its Affiliates Buyer or the Buyer Corporations, as the case may be, to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the AcquisitionContemplated Transactions; provided, however, that materials may be withheld or redacted before being provided to the other party (x) to remove references concerning the valuation of the Business, (y) as necessary to (x) comply with contractual arrangements or and (yz) as necessary to address reasonable privilege or confidentiality concerns, and (ivii) furnish to the other party parties such information and assistance as such party parties reasonably may request in connection with the preparation of any submissions to, or agency Action proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.17.2, each party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other party to the Contemplated Transactions before any Governmental Competition Authority reviewing the Contemplated Transactions, including by responding providing as promptly as practicable to any requests for such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense.
(c) If any objections are asserted by any Governmental Competition Authority with respect to the Contemplated Transactions under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the MergerContemplated Transactions, or if any Action action is instituted by any Governmental Competition Authority or any private party challenging any of the Contemplated Transactions as violative of any applicable Competition Law, or an Order order is issued enjoining the Contemplated Transactions, each of the Company Ashland and Parent Buyer shall use its reasonable best efforts to resolve any such objections or Actions suits so as to permit consummation of the Contemplated Transactions by the Closing as soon as practicableClosing, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Contemplated Transactions. In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Competition Authority or private party challenging the Contemplated Transactions, each of Ashland and Buyer shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding, including defending through litigation on the merits any claim asserted in any court by any Person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Contemplated Transactions.
(d) Each of the Company Ashland and Parent Buyer shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company Ashland and Parent Buyer shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or not to not consummate the Acquisition Contemplated Transactions on the Closing Date, except with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. The Company Ashland and Parent Buyer shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action proceeding contemplated by this Section 6.1 7.2 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.
(e) Without limiting the foregoing or any other provision of this Agreement, Buyer shall use reasonable best efforts to take any action necessary to avoid and eliminate each and every impediment under any applicable United States Competition Law if required by a Governmental Authority in the United States, so as to enable the consummation of the Contemplated Transactions as soon as reasonably possible, including, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, mitigation agreement or otherwise, the sale, divestiture or disposition of the respective businesses, product lines or assets of Buyer and each of the Buyer Corporations (including the Conveyed Assets) and (ii) otherwise using reasonable best efforts to take or commit to take actions that after consummation of the Contemplated Transactions would limit Buyer’s or the Buyer Corporations’ freedom of action with respect to, or its or their ability to retain, any of the businesses, product lines or assets of Buyer or the Buyer Corporations (including the Conveyed Assets), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding brought under the Competition Law in the United States, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Buyer and the Buyer Corporations shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any actions that limit its or their freedom of action with respect to, or Buyer’s or any Buyer Corporation’s ability to retain, any of the businesses, product lines or assets of Buyer or any Buyer Corporation (including the Conveyed Assets) if required by a Governmental Authority in the United States, provided that any such action is conditioned upon the consummation of the Contemplated Transactions.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nexeo Solutions Finance Corp)
Certain Governmental Matters. (a) Without in any way limiting the other provisions generality of the undertakings pursuant to this Section 6.17.2, Parent Buyer and the Company Ashland agree to make take or cause to be made, in consultation and cooperation with taken the other and as promptly as practicable and advisable after the date hereof, following actions: (i) an appropriate filing of a Notification and Report Form pursuant provide promptly to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions information and to respond as promptly as practicable to any inquiries received and requests made documents requested by a such Governmental Competition Authority for Authority, or necessary, proper or advisable in connection with the Contemplated Transactions; and (ii) without in any additional information way limiting the other provisions of this Section 7.2, file any Notification and documentary material Report form pursuant to the HSR Act, the TSX Manual Act and related material required under any other Competition Law, including the EU Merger Regulation, in connection with the Contemplated Transactions as soon as practicable, and in each case, request “early termination” thereafter use its reasonable best efforts to comply as soon as practicable with any requests for additional information or any equivalent process, if availabledocumentary material that may be made under such Competition Law. From and after the date hereof and until all governmental approvals required in connection with the Contemplated Transactions have been obtained, Parent Buyer shall not, and shall cause its Affiliates each of the Buyer Corporations not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1.
(b) Each of the Company Ashland and Parent Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to comply with any such inquiry or request as promptly as practicable, (ii) . Ashland and Buyer shall cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.17.2, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) Authority and provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party and Ashland, the Asset Selling Corporations or its Affiliates Buyer or the Buyer Corporations, as the case may be, to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the AcquisitionContemplated Transactions; provided, however, that materials may be withheld or redacted before being provided to the other party as necessary to (x) comply with contractual arrangements or (y) address reasonable privilege or confidentiality concerns, and (iv) furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or agency Action by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.1, each party agrees to cooperate and use reasonable best efforts to assist in any defense by any other party to the Transactions before any Governmental Competition Authority reviewing the Transactions, including by responding as promptly as practicable to any requests for information by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense.
(c) If any objections are asserted by any Governmental Competition Authority with respect to the Transactions under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the Merger, or if any Action is instituted by any Governmental Competition Authority or any private party challenging the Transactions as violative of any applicable Competition Law, or an Order is issued enjoining the Transactions, each of the Company and Parent shall use its reasonable best efforts to resolve any such objections or Actions so as to permit consummation of the Transactions by the Closing as soon as practicable.
(d) Each of the Company and Parent shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company and Parent shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or to not consummate the Acquisition on the Closing Date, except with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. The Company and Parent shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action contemplated by this Section 6.1 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.party
Appears in 1 contract
Certain Governmental Matters. (a) Without in any way limiting the other provisions of this Section 6.1, Buyer and Parent and the Company agree to make take or cause to be made, in consultation and cooperation with taken the other and as promptly as practicable and advisable after the date hereof, following actions: (i) an appropriate filing of a Notification and Report Form pursuant provide promptly to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions information and to respond as promptly as practicable to any inquiries received and requests made documents requested by a such Governmental Competition Authority for Authority, or necessary, proper or advisable in connection with the Contemplated Transactions; and (ii) file any additional information Notification and documentary material Report Form pursuant to the HSR Act, the TSX Manual Act and similar material required under any other Competition Law, and in each caseincluding the EC Merger Regulation, request “early termination” or any equivalent process, if available. From and after the date hereof and until all governmental approvals required in connection with the Contemplated Transactions have been obtained, Parent shall notas soon as practicable, and shall cause thereafter use its Affiliates not to, operate its business in reasonable best efforts to comply as soon as practicable with any requests for additional information or documentary material that may be made under such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1Competition Law.
(b) Each of the Company Parent and Parent Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to comply with any such inquiry or request as promptly as practicable, (ii) . Parent and Buyer shall cooperate and consult with each other in connection with determining whether any filing is to be made under any Competition Laws and the making of all filings, notifications and any other material actions pursuant to this Section 6.17.2, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) Authority and provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party and Parent, the Subsidiary Sellers or its Affiliates Buyer or the Affiliated Buyers, as the case may be, to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the AcquisitionContemplated Transactions; provided, however, that materials may be withheld or redacted before being provided to the other party (A) to remove references concerning the valuation of the Business, (B) as necessary to (x) comply with contractual arrangements or and (yC) as necessary to address reasonable privilege or confidentiality concerns, and (ivii) furnish to the other party parties such information and assistance as such party parties reasonably may request in connection with the preparation of any submissions to, or agency Action proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.17.2, each party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other party to the Contemplated Transactions before any Governmental Competition Authority reviewing the Contemplated Transactions, including by responding providing as promptly as practicable to any requests for such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense.
(c) If any objections are asserted by any Governmental Competition Authority with respect to the Contemplated Transactions under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the MergerContemplated Transactions, or if any Action action is instituted by any Governmental Competition Authority or any private party challenging any of the Contemplated Transactions as violative of any applicable Competition Law, or an Order order is issued enjoining the TransactionsContemplated Transactions (but subject, for the avoidance of doubt, to the limitations set forth in Section 7.2(e)), each of the Company Parent and Parent Buyer shall use its reasonable best efforts to resolve any such objections or Actions suits so as to permit consummation of the Contemplated Transactions by the Closing as soon as practicableClosing, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Contemplated Transactions. In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Competition Authority or private party challenging the Contemplated Transactions, each of Parent and Buyer shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding, including defending through litigation on the merits any claim asserted in any court by any Person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Contemplated Transactions.
(d) Each of the Company Parent and Parent Buyer shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company and Parent Buyer shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or not to not consummate the Acquisition Contemplated Transactions on the Closing Date, except with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. The Company Parent and Parent Buyer shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action proceeding contemplated by this Section 6.1 7.2 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.
(e) Notwithstanding anything herein to the contrary, Buyer shall not be required and Parent shall not be permitted by this Section 7.2 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of Buyer, Parent or any of their respective Affiliates; or (ii) require taking any other action that would reasonably be expected to diminish the benefits reasonably expected to be derived by Buyer on the date hereof from the acquisition in such a manner that Buyer would not have entered into this Agreement in the face of such diminished benefits.
Appears in 1 contract
Certain Governmental Matters. (a) Without in any way limiting the other provisions generality of the undertakings pursuant to this Section 6.17.4, Parent AEHC and the Company Global agree to make take or cause to be made, in consultation and cooperation with taken the other and as promptly as practicable and advisable after the date hereof, following actions: (i) an appropriate filing of a Notification and Report Form pursuant provide promptly to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions information and to respond as promptly as practicable to any inquiries received and requests made documents requested by a such Governmental Competition Authority for Authority, or necessary, proper or advisable in connection with the Transaction; and (ii) without in any additional information way limiting the other provisions of this Section 7.4, file any notification and documentary material report form pursuant to the HSR Act, the TSX Manual Act and related material required under any other Competition Law, in connection with the Transaction as soon as practicable, and in each case, request “early termination” thereafter use its commercially reasonable efforts to comply as soon as practicable with any requests for additional information or any equivalent process, if availabledocumentary material that may be made under such Competition Law. From and after the date hereof and until all governmental approvals required in connection with the Transactions Transaction have been obtained, Parent Global shall not, and shall cause its Affiliates direct and indirect subsidiaries not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1.
(b) Each of the Company AEHC and Parent Global shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to comply with any such inquiry or request as promptly as practicable, (ii) . AEHC and Global shall cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.17.4, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party Party to review in advance, and consider in good faith the views of the other party Party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) Authority and provide counsel for the other party Party with copies of all filings and submissions made by such party Party and all correspondence and other written communications between such party Party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party Party and AEHC, Alliance or its Affiliates Global, as the case may be, to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the AcquisitionTransaction; provided, however, that materials may be withheld or redacted before being provided to the other party Party (x) to remove references concerning the valuation of the Alliance Equity Interests and the Alliance Businesses, (y) as necessary to (x) comply with contractual arrangements or and (yz) as necessary to address reasonable privilege or confidentiality concerns, and (ivii) furnish to the other party Party such information and assistance as such party the other Party reasonably may request in connection with the preparation of any submissions to, or agency Action proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.17.4, each party Party agrees to cooperate and use its commercially reasonable best efforts to assist in any defense by any other party Party to the Transactions Transaction before any Governmental Competition Authority reviewing the TransactionsTransaction, including by responding providing as promptly as practicable to any requests for such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement Party in such defense. Global shall be responsible for paying any filing fees due in connection with any filings under this Section 7.4 and for any out-of-pocket expenses incurred by either Global or AEHC in responding to any inquiries or requests for additional information from any Governmental Competition Authority under this Section 7.4.
(c) If any objections are asserted by any Governmental Competition Authority with respect to the Transactions Transaction under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the MergerTransaction, or if any Action action is instituted by any Governmental Competition Authority or any private party challenging any of the Transactions Transaction as violative of any applicable Competition Law, or an Order order is issued enjoining the Contemplated Transactions, each of the Company AEHC and Parent Global shall use its commercially reasonable best efforts to resolve any such objections or Actions suits so as to permit consummation of the Transactions Transaction by the Closing as soon as practicableClosing, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transaction. In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Competition Authority or private party challenging the Transaction, each of AEHC and Global shall cooperate in all reasonable respects with each other and use its respective commercially reasonable efforts to contest and resist any such action or proceeding, including defending through litigation on the merits any claim asserted in any court by any Person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transaction.
(d) Each of the Company AEHC and Parent Global shall use their commercially reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company AEHC and Parent Global shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or not to not consummate the Acquisition Transaction on the Closing Date, except with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld Party or delayedunless otherwise required by Law. The Company AEHC and Parent Global shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action proceeding contemplated by this Section 6.1 7.4 unless it consults with the other party Party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party Party the opportunity to participate.
(e) Without limiting the foregoing or any other provision of this Agreement, Global shall use commercially reasonable efforts to take any action reasonable and necessary to avoid and eliminate each and every impediment under any applicable United States Competition Law if required by a Governmental Authority in the United States, so as to enable the consummation of the Transaction as soon as reasonably possible, including, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, mitigation agreement or otherwise, the sale, divestiture or disposition of the respective businesses, product lines or assets of Global and (ii) otherwise using commercially reasonable efforts to take or commit to take actions that after consummation of the Transaction would limit Global’s freedom of action with respect to, or its or their ability to retain, any of the businesses, product lines or assets of Global, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding brought under the Competition Law in the United States, which would otherwise have the effect of preventing or materially delaying the consummation of the Transaction. Notwithstanding the foregoing, in no event shall Global be required to divest, sell, dispose of, hold separate, or otherwise take or commit to take any actions that limit its or their freedom of action with respect to, or Global’s ability to retain, any of the businesses, product lines or assets of Global if required by a Governmental Authority in the United States, provided that any such action is conditioned upon the consummation of the Transaction.
Appears in 1 contract
Certain Governmental Matters. (a) Without in any way limiting the other provisions generality of the undertakings pursuant to Section 7.3(a) or this Section 6.17.4, Parent Buyer and the Company Seller agree to make take or cause to be made, in consultation and cooperation with taken the other and as promptly as practicable and advisable after the date hereof, following actions: (i) an appropriate filing of a Notification and Report Form pursuant provide promptly to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions information and to respond as promptly as practicable to any inquiries received and requests made documents requested by a such Governmental Competition Authority for Authority, or necessary, proper or advisable in connection with the Acquisition and (ii) without in any additional information way limiting the other provisions of this Section 7.4, file any Notification and documentary material Report form pursuant to the HSR Act, the TSX Manual Act and related material required under any other Competition Law, including the EU Merger Regulation, in connection with the Acquisition as soon as practicable, and in each case, request “early termination” thereafter use its reasonable best efforts to comply as soon as practicable with any requests for additional information or any equivalent process, if availabledocumentary material that may be made under such Competition Law. From and after the date hereof and until all governmental approvals required in connection with the Transactions Acquisition have been obtained, Parent Buyer shall not, and shall cause its each of the Buyer Corporations and their respective Affiliates not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1.
(b) Each of the Company Seller and Parent Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to comply with any such inquiry or request as promptly as practicable, (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.17.4, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party or its Affiliates to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the Acquisition; provided, however, that materials may be withheld or redacted before being provided to the other party as necessary to (x) comply with contractual arrangements or (y) address reasonable privilege or confidentiality concerns, concerns and (iv) furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or agency Action proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.17.4, each party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other party to the Transactions Acquisition before any Governmental Competition Authority reviewing the TransactionsAcquisition, including by responding providing as promptly as practicable to any requests for such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense.
(c) If any objections are asserted by any Governmental Competition Authority with respect to the Transactions Acquisition under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the MergerAcquisition, or if any Action action is instituted by any Governmental Competition Authority or any private party challenging the Transactions Acquisition as violative of any applicable Competition Law, or an Order order is issued enjoining the TransactionsAcquisition, each of the Company Seller and Parent Buyer shall use its reasonable best efforts to resolve any such objections or Actions suits so as to permit consummation of the Transactions Acquisition by the Closing as soon as practicable. In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Competition Authority or private party challenging the Acquisition, each of Seller and Buyer shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding, including defending through litigation on the merits any claim asserted in any court by any Person, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Acquisition.
(d) Each of the Company Seller and Parent Buyer shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company Seller and Parent Buyer shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or not to not consummate the Acquisition on the Closing Date, except with the prior written consent of the other party to this Agreement, Agreement (which consent shall not be unreasonably withheld withheld, conditioned or delayed). The Company Seller and Parent Buyer shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action proceeding contemplated by this Section 6.1 7.4 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.
(e) Without limiting the foregoing or any other provision of this Agreement, Buyer shall use reasonable best efforts to take any action necessary to avoid and eliminate each and every impediment under any applicable Competition Law, so as to enable the consummation of the Acquisition as soon as practicable, including, except as would reasonably be expected to cause a Material Adverse Effect with respect to the Business, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, mitigation agreement or otherwise, the sale, divestiture or disposition of the respective businesses, product lines or assets of Buyer or the Buyer Corporations (including the Transferred Assets, the Transferred Company Equity Interests or the assets and properties of the Transferred Entities) and (ii) otherwise using reasonable best efforts to take or commit to take actions that after consummation of the Acquisition would limit Buyer’s or the Buyer Corporations’ freedom of action with respect to, or its or their ability to retain, any of the businesses, product lines or assets of Buyer or the Buyer Corporations (including the Transferred Assets, the Transferred Company Equity Interests or the assets and properties of the Transferred Entities).
Appears in 1 contract
Certain Governmental Matters. (a) Without in any way limiting the other provisions of this Section 6.17.4, Parent Buyer and the Company Seller agree to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, but in any event within ten (10) Business Days of the date hereof, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions Acquisition with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions Acquisition and to respond as promptly as practicable to any inquiries received and requests made by a Governmental Competition Authority for supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, the TSX Manual Act and any other Competition Law, and in each case, request “early termination” or any equivalent process, if available. From and after the date hereof and until all governmental approvals required in connection with the Transactions Acquisition have been obtained, Parent Buyer shall not, and shall cause its Affiliates not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1.
(b) Each of the Company Seller and Parent Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to comply with any such inquiry or request as promptly as practicable, (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.17.4, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party or its Affiliates to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the Acquisition; provided, however, that materials may be withheld or redacted before being provided to the other party as necessary to (x) comply with contractual arrangements or (y) address reasonable privilege or confidentiality concerns, and (iv) furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or agency Action Proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.17.4, each party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other party to the Transactions Acquisition before any Governmental Competition Authority reviewing the TransactionsAcquisition, including by responding providing as promptly as practicable to any requests for such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense.
(c) If any objections are asserted by any Governmental Competition Authority with respect to the Transactions Acquisition under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the MergerAcquisition, or if any Action Proceeding is instituted by any Governmental Competition Authority or any private party challenging the Transactions Acquisition as violative of any applicable Competition Law, or an Order is issued enjoining the TransactionsAcquisition, each of the Company Seller and Parent Buyer shall use its reasonable best efforts to resolve any such objections or Actions Proceedings so as to permit consummation of the Transactions Acquisition by the Closing as soon as practicable. In the event that any Proceeding is instituted (or threatened to be instituted) by a Governmental Competition Authority or private party challenging the Acquisition, each of Seller and Buyer shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such Proceeding, including defending through litigation on the merits any claim asserted in any court by any Person, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Acquisition.
(d) Each of the Company Seller and Parent Buyer shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company Seller and Parent Buyer shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or to not consummate the Acquisition on the Closing Date, except with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. The Company Seller and Parent Buyer shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action Proceeding contemplated by this Section 6.1 7.4 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.
(e) Without limiting the foregoing or any other provision of this Agreement, Buyer shall use reasonable best efforts to take any action necessary to avoid and eliminate each and every impediment under any applicable Competition Law, so as to enable the consummation of the Acquisition as soon as practicable, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, mitigation agreement or otherwise, the sale, divestiture or disposition of the respective businesses, product lines or assets of Buyer or its Affiliates (including the Transferred Assets) and (ii) otherwise using reasonable best efforts to take or commit to take actions that after consummation of the Acquisition would limit Buyer’s or its Affiliates’ freedom of action with respect to, or its or their ability to retain, any of the businesses, product lines or assets of Buyer or its Affiliates (including the Transferred Assets); provided, that none of the CVC Persons or any portfolio company in which any CVC Person is invested (other than Buyer, Affiliate Guarantor or any subsidiary of Affiliate Guarantor that owns a composites business) shall be required to take or agree to take any actions described in this Section 7.4(e).
(f) With respect to the matters covered in this Section 7.4, it is agreed that Buyer shall make all strategic decisions and lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Competition Authority, including determining the strategy for contesting, litigating or otherwise responding to objections to, or Proceedings challenging, the consummation of the transactions contemplated by this Agreement, in each case subject to good faith consultations with Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ashland Global Holdings Inc)
Certain Governmental Matters. (a) Without in any way limiting the other provisions of this Section 6.1Agreement, Parent Buyer and the Company Seller agree to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, but in any event (x) with respect to filings pursuant to the HSR Act, within ten (10) Business Days of the date hereof and (y) with respect to any competition filings pursuant to any other non-U.S. jurisdiction, as promptly as practicable following the date hereof, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an all appropriate filing with the Toronto Stock Exchange (“TSX”) filings required pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated hereinEC Merger Regulation, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (iiiii) all other necessary registrations, declarations, notices and filings relating to the Transactions Acquisition with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions Acquisition and to respond as promptly as practicable to any inquiries received and requests made by a Governmental Competition Authority for supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, the TSX Manual Act and any other Competition Law, and in each case, request “early termination” or any equivalent process, if available. From and after the date hereof and until all governmental approvals required in connection with the Transactions Acquisition have been obtained, Parent Seller and Buyer shall not, and shall cause its each of the Seller and Buyer Corporations and their respective Affiliates not to, operate its business their businesses in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1.
(b) Each of the Company Seller and Parent Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall respond to comply with any such inquiry or request as promptly as practicable, (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.17.4, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority, (iii) provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information supplied by such party or its Affiliates to a Governmental Competition Authority or received from such a Governmental Competition Authority in connection with the Acquisition; provided, however, that materials may be withheld or redacted before being provided to the other party as necessary to (x) comply with contractual arrangements arrangements, or (y) address reasonable privilege or confidentiality concerns, concerns and (iv) furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or agency Action Proceedings by, any Governmental Competition Authority. Upon and subject to the terms of this Section 6.17.4, each party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other party to the Transactions Acquisition before any Governmental Competition Authority reviewing the TransactionsAcquisition, including by responding providing as promptly as practicable to any requests for such information as may be requested by such Governmental Competition Authority or such assistance as may be reasonably requested by the other party to this Agreement in such defense.
(c) If any objections are asserted by any Governmental Competition Authority with respect to the Transactions Acquisition under any applicable Competition Law or which would otherwise prevent, materially impede or materially delay the consummation of the MergerAcquisition, or if any Action Proceeding is instituted by any Governmental Competition Authority or any private party challenging the Transactions Acquisition as violative of any applicable Competition Law, or an Order is issued enjoining the TransactionsAcquisition, each of the Company Seller and Parent Buyer shall use its reasonable best efforts to resolve any such objections or Actions Proceedings so as to permit consummation of the Transactions Acquisition by the Closing as soon as practicable. In the event that any Proceeding is instituted (or threatened to be instituted) by a Governmental Competition Authority or private party challenging the Acquisition, each of Seller and Buyer shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such Proceeding, including defending through litigation on the merits any claim asserted in any court by any Person, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Acquisition.
(d) Each of the Company Seller and Parent Buyer shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the applicable Competition Law as soon as practicable. Nothing in this Agreement, including this Section 6.1, obligates Parent or any of its Subsidiaries or Affiliates to offer, negotiate, accept or agree to any divestiture, sale, license or other disposition, or holding separate, of any assets, businesses, entities, or operations, or to the imposition of any restraints, conditions, modifications, limitations or other constraints on the operation of any assets, businesses, entities, or operations. The Company Seller and Parent Buyer shall not extend, directly or indirectly, any such waiting period or enter into any agreement with a Governmental Competition Authority to delay or not to not consummate the Acquisition on the Closing Date, except with the prior written consent of the other party to this Agreement, which consent shall not be unreasonably withheld or delayed. The Company Seller and Parent Buyer shall not have any substantive contact with any Governmental Competition Authority in respect of any filing or Action Proceeding contemplated by this Section 6.1 7.4 unless it consults with the other party in advance and, to the extent permitted by such Governmental Competition Authority, gives the other party the opportunity to participate.
(e) Without limiting the foregoing or any other provision of this Agreement, Buyer shall use reasonable best efforts to take any action necessary to avoid and eliminate each and every impediment under any applicable Competition Law, so as to enable the consummation of the Acquisition as soon as practicable, by, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, mitigation agreement or otherwise, the sale, divestiture or disposition of any required portion, product lines or assets of the Transferred Assets, the Transferred Company Equity Interests or the assets and properties of the Transferred Entities) and (ii) otherwise using reasonable best efforts to take or commit to take actions that after consummation of the Acquisition would limit INEOS Enterprises Group or Transferred Entities’ freedom of action with respect to any of the businesses, product lines or assets of INEOS Enterprises Group or the Transferred Entities (including the Transferred Assets, the Transferred Company Equity Interests or the assets and properties of the Transferred Entities).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Ashland Global Holdings Inc)
