Condition to Option Exercise Sample Clauses

Condition to Option Exercise. (i) If any Purchaser intends to exercise the Option, prior to such exercise, Purchaser and the Company shall (or if applicable, each shall cause its “ultimate parent entity” (as such term is understood under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”)) to) take all action necessary to (A) file, to the extent required by the HSR Act in connection with such exercise of the Option, notifications under the HSR Act, and to file notifications or obtain approvals, permits or clearances under any other applicable Law governing antitrust or competition matters, including any non-U.S. antitrust Laws (such filing, notification, approvals, permits or clearances, collectively, “Antitrust Filings”), and (B) to obtain the notice to, and approval of, the Toronto Stock Exchange (the “TSX Approval”) and any Required Consents, in each case, to the extent required by such other applicable Law in connection with such exercise of the Option. Purchaser shall bear all Purchaser and Company filing fees and other reasonable out-of-pocket costs and expenses (including the costs and expenses of the Company and its Subsidiaries’ Representatives) for Antitrust Filings. (ii) Each of Purchaser and the Company, as applicable, shall respond as promptly as reasonably practicable to any inquiries from the Federal Trade Commission, the Antitrust Division of the Department of Justice and other Governmental Entities with respect to any other Antitrust filings, the Required Consents and the TSX Approval for additional information or documentation and shall respond as promptly as reasonably practicable to all inquiries and requests received from any state attorney general or other Governmental Entity related to the exercise of the Option, in each case, to the extent necessary or advisable to obtain as promptly as practicable all approvals, permits and clearances and all Required Consents and the TSX Approval from such Governmental Entity in order to consummate the exercise of the Option. (iii) The Company shall use commercially reasonable efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7(h) to cause the expiration or termination of the applicable waiting periods, or receipt of required approvals, permits and clearances, as applicable, under the HSR Act and any applicable non-U.S. antitrust Laws, all Required Consents and the TSX Approval; provided, however, that, and notwithstanding the foregoing, noth...