Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law. (b) Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date. (c) Subject to the terms and conditions hereof, Xxxxxx, Xxxxx and each Eaton Merger Party shall use all reasonable endeavours to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) as promptly as practicable; (ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); (iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the Acquisition), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and (iv) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement. (d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission. (e) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law. (f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger. (g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement). (h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 2 contracts
Samples: Transaction Agreement (Cooper Industries PLC), Transaction Agreement (Eaton Corp)
Consents and Regulatory Approvals. (a) 7.1.1 The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) 7.1.2 Subject to the terms and conditions hereof, the Parties each agree to shall use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) 7.1.3 Subject to the terms and conditions hereof, Xxxxxx, Xxxxx King and each Eaton Merger Party AB shall (and AB shall cause AB Sub to) use all reasonable endeavours to:
(ia) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) Transactions as promptly as practicable;
(iib) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx King or Eaton AB or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions;
(iiic) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement Transactions, including:
(including the Acquisition), including (Ai) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 10 Business Days after the date hereof), ;
(Bii) under the EC EU Merger Regulation, ;
(Ciii) under any other Antitrust Laws or foreign investment Laws, ;
(Div) under the Takeover Rules and the Act;
(v) under the Exchange Act or the Securities Act; or
(Evi) as required by the High Court; and
(ivd) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx King or Eaton AB or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby Transactions (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx King or Eaton AB or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party (other than a Relevant Authority) for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) Transactions under any contract or agreementContract.
(d) 7.1.4 Subject to the terms and conditions hereof, including including, with respect to King, Clauses 7.1.7 and 7.1.8, and on the basis that AB shall not be obligated to undertake or accept or agree to implement any of the matters, actions or remedies set forth in Clause 7.2(h)7.1.8, each of the Parties agreesshall, and shall cause each of their respective SubsidiariesSubsidiaries to, to cooperate and to use all reasonable endeavours to to:
(ia) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) Transactions under the HSR Act, the EC EU Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade or to regulate foreign investment (collectively, “Antitrust Laws”), and ;
(iib) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement Transactions under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.;
(ec) Subject in particular in jurisdictions in which AB is under the duty to the proviso in Clause 7.2(d)notify or a joint notification is possible, Eaton and Xxxxxx shall AB shall:
(i) procure that, where applicable, pre-notification discussions concerning the Transactions are commenced as promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); practicable;
(ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or procure the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation filing of the businesses of Xxxxxx or Eaton or their respective Affiliates, notification in a form reasonably approved by King (y) as necessary such approval not to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect ) as promptly as reasonably practicable;
(iii) provide King with final drafts of all written communications intended to be sent to any noticeRelevant Authority, documentation or other communication required give King a reasonable opportunity to comment thereon, not send such communications without the prior approval of King (such approval not to be given by either unreasonably withheld, conditioned or delayed) and provide King with final copies of all such communications save that in relation to all disclosure under this sub-clause, business secrets and other confidential material may be redacted);
(d) each Party shall, and shall use all reasonable endeavours to cause its advisors to, co-operate with the other Parties in providing to the other Party pursuant Parties such assistance as is reasonably necessary and it is reasonably able to this Clause 7.2(e)provide, and to provide to any Relevant Authority such first Party information as may give such notice, documentation or other communication reasonably be necessary and it is reasonably able to such second Party’s outside counsel, instead of directly provide to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.ensure that:
(fi) Each Party will provide as the Transactions are validly and promptly as practicable such notified to any Relevant Authority; and
(ii) any request for information and documentary material as may be requested by a from any Relevant Authority following is fulfilled promptly and in any such filing or notification event in accordance with any relevant time limit, and shall negotiate that, where practicable, it provides copies of any proposed communication with any Relevant Authority in relation to the Transactions to the other Parties and that it takes due consideration of any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event reasonable comments that the latest date on which the High Court and/or the Panel would permit Completion other Parties may have in relation to occur is prior such proposed communication, provided that it shall not be required to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of provide the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, Parties with any confidential information or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger)secrets.
Appears in 2 contracts
Samples: Transaction Agreement (Activision Blizzard, Inc.), Transaction Agreement (King Digital Entertainment PLC)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereof, XxxxxxWarner Chilcott, Xxxxx Actavis and each Eaton Actavis Merger Party shall use all reasonable endeavours to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) as promptly as practicable;
(ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx Warner Chilcott or Eaton Actavis or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the Acquisition), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereofhereof (or later if mutually agreed by the Parties), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (DC) under the Takeover Rules and the Act or (ED) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx Warner Chilcott or Eaton Actavis or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Warner Chilcott or Eaton Actavis or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton Actavis shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx Warner Chilcott is not constrained from complying with applicable Law). The , provided, further, that the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso provisos in Clause 7.2(d), Eaton Actavis and Xxxxxx Warner Chilcott shall (i) promptly advise each other of (and Eaton Actavis or Xxxxxx Warner Chilcott shall so advise with respect to communications received by any Subsidiary of Eaton Actavis or XxxxxxWarner Chilcott, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Warner Chilcott or Eaton Actavis or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton Actavis shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx Warner Chilcott and Xxxxxx Warner Chilcott shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of EatonActavis, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton Actavis and Xxxxxx Warner Chilcott agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Datepracticable, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton Actavis or Xxxxxx Warner Chilcott (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton Actavis or Xxxxxx Warner Chilcott (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton Actavis or Xxxxxx Warner Chilcott or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x Actavis’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton Actavis or Xxxxxx Warner Chilcott (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton Actavis or Xxxxxx Warner Chilcott (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton Actavis in complying with its obligations set forth in this Clause 7.2, Xxxxxx Warner Chilcott shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton Actavis to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x Warner Chilcott’s or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx Warner Chilcott or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx Warner Chilcott or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton Actavis or Xxxxxx Warner Chilcott (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 2 contracts
Samples: Transaction Agreement (Actavis, Inc.), Transaction Agreement (Warner Chilcott PLC)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 2.7 Announcement and the Scheme Document, to the extent required by applicable LawLaws.
(b) Subject to the terms and conditions hereofof this Agreement, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofParty shall, Xxxxxx, Xxxxx and each Eaton Merger Party shall cause its Subsidiaries to, use all its respective reasonable endeavours to:
(i) best efforts to take, or cause to be taken, (i) all actions and to do, or cause to be done, all things necessary, proper or advisable, to the extent permitted by applicable Laws, to achieve satisfaction of the Conditions and to consummate the Acquisition and the other Transactions and (ii) all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other Party Parties in doing, all things necessary, proper or advisable under applicable Antitrust Laws to consummate and make effective the transactions contemplated hereby (including the Acquisition) Transactions as promptly as practicable;
(ii) as promptly soon as reasonably practicable, including: (A) the obtaining of all necessary Clearances and expirations or terminations of waiting periods from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such Clearances or expiration or termination of a waiting period by or from, make with or provide to avoid an action or proceeding by, any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries Governmental Entity in connection with any Antitrust Law, (B) the consummation obtaining of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filingsnecessary Clearances from Third Parties, and thereafter make (C) the execution and delivery of any other required or appropriate submissions, that are required or reasonably additional instruments necessary to consummate the transactions contemplated by this Agreement (including the Acquisition), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreementTransactions.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(hc) In furtherance and not in limitation of the other covenants contained in this Clause 7.2foregoing, Eaton and Xxxxxx the Parties agree to takeuse reasonable best efforts to, and cause their Affiliates to use reasonable best efforts to, promptly take all actions and steps requested or cause required by any Governmental Entity as a condition to be taken (including by its Subsidiaries)granting any Clearances, any and all steps and to make, cause the prompt expiration or cause to be made (including by its Subsidiaries), termination of any applicable waiting period and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under of the FTC or DOJ, or other Governmental Entities of any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, Required Non-U.S. Jurisdiction so as to enable obtain such Clearances under the Completion to occur as promptly as practicable HSR Act or other Antitrust Laws, and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit a lawsuit by the Acquisition FTC, the DOJ or the Merger other Governmental Entities under any Antitrust LawLaws, or and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order Order in any action Legal Proceeding which would otherwise have the effect of preventing the Completion or proceeding seeking to prohibit delaying the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shallincluding (i) negotiating, committing to and shall cause its Subsidiaries toeffecting, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divestconsent decree, hold separate order or otherwise take otherwise, the sale, lease, license, divestiture or disposition of any action that limits Xxxxxx’x assets, rights, product lines, or businesses of the Company or any of its Subsidiaries’ freedom , (ii) terminating existing relationships, contractual rights or obligations of action, ownership the Company or control with respect to, or their ability to retain or hold, directly or indirectly, any of its Subsidiaries, (iii) terminating any venture or other arrangement of the businessesCompany or any of its Subsidiaries, assets(iv) creating any relationship, equity interestscontractual rights or obligations of the Company or any of its Subsidiaries, product lines (v) effectuating any other change or properties restructuring of Xxxxxx the Company or any of its Subsidiaries and (vi) otherwise taking or committing to take any equity interest in any joint venture held by Xxxxxx actions with respect to the businesses, product lines or assets of the Company or any of its Subsidiaries (eachthe actions referred to in clauses (i) through (vi), a collectively, “Divestiture ActionRemedy Actions”); provided, however, that that, notwithstanding anything to the consummation contrary herein (including the “reasonable best efforts standard” set forth in Section 7.2(b)), neither Parent nor any of its Affiliates shall be required to proffer, consent to or agree to or effect any Remedy Action (x) with respect to any assets, categories of assets or portions of any business of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (Company or any of their respective Subsidiaries) to take its Subsidiaries if, in each case, any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so such Remedy Action would, individually or in the aggregate, reasonably be expected to result in a be material adverse effect on to the business, operations assets or financial condition of Holdco the Company and its Subsidiaries, taken as a whole or (following consummation y) with respect to the items listed on Section 7.2(c) of the Acquisition Company Disclosure Schedule or (z) for the avoidance of doubt, with respect to any assets, categories of assets or portions of any business of Parent or its Affiliates (such effect referred to in clauses (x), (y), or (z), a “Burdensome Condition”); provided, further, that the Company shall only be permitted to take or commit to take such Remedy Action with the prior written consent of Parent; provided, further, that Parent may only require the Company to take or commit to take any such Remedy Action if such Remedy Action is binding on the Company only in the event the Completion occurs.
(d) Subject to the terms and conditions of this Agreement, each of the MergerParties hereto shall (and shall cause their respective Affiliates, if applicable, to) (i) promptly, but in no event later than 15 Business Days after the date of this Agreement (or such later date as may be agreed in writing among the Parties)., make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the Transactions and (ii) as promptly as reasonably practicable after the date of this Agreement and in any event no later than January 16, 2023 (or such later date as may be agreed in writing among the Parties), make all other filings, notifications or other consents as may be required to be made or obtained by such Party under foreign Antitrust Laws or Foreign Investment Laws in those jurisdictions identified in Section 7.2(d) of the Company Disclosure Schedule, which contains the list of the only non U.S. jurisdictions where filing, notification, expiration of a waiting period or consent or approval is a condition to Completion as agreed by the Parties (each, a “
Appears in 2 contracts
Samples: Transaction Agreement (Amgen Inc), Transaction Agreement
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereofof this Agreement, the Parties including Section 7.2(c), each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofParty shall, Xxxxxx, Xxxxx and each Eaton Merger Party shall cause its Subsidiaries to, use all their respective reasonable endeavours to:
(i) best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable advisable, to the extent permitted by applicable Law, to achieve satisfaction of the Conditions and to consummate the Acquisition and make effective the other transactions contemplated hereby (including the Acquisition) as promptly as practicable;
(ii) as promptly as reasonably practicablepracticable (and, obtain fromin each case, make with or provide no later than the End Date), including using reasonable best efforts to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iiix) prepare and file as promptly as reasonably practicable, make practicable with any Governmental Entity or other third party all filings, documentation to effect all Filings (and thereafter make any other required or appropriate submissions) as are necessary, that are required proper or reasonably necessary advisable to consummate the Acquisition and the other transactions contemplated by this Agreement (including the Acquisition)hereby, including Allergan and AbbVie each making (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions but in no event later than 30 days after the date hereof (unless the Parties mutually agree otherwise), an appropriate Filing of a notification and report form pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice with respect to the Acquisition and the other transactions contemplated hereby and requesting early termination of the waiting period under the HSR Act and (B) as promptly as reasonably practicable, any other Filing that is required and advisable under any other Antitrust Law or foreign investment Law, including making all required Filings under the Antitrust Laws in the jurisdictions listed on Section 7.2(b) of the Allergan Disclosure Schedule, (y) obtain fromprior to the End Date, make with or provide to any third party any and thereafter maintain, all Clearances required to be obtainedobtained from any Governmental Entity that are necessary and advisable to consummate the Acquisition or other transactions contemplated hereby, made and complying with the terms and conditions of each Clearance (including by supplying as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or provided other applicable Antitrust Law or foreign investment Law), and (z) cooperate with the other Parties in their efforts to comply with their obligations under this Agreement, including in seeking to obtain any required Clearances, including defending (but without any obligation to commence) any Action commenced by Xxxxxx any Governmental Entity in connection with the transactions contemplated hereby. In parallel with informal engagement with the European Commission prior to submission of a formal filing for Clearance of the Acquisition under the EC Merger Regulation (“Pre-Notification”), AbbVie shall also promptly engage with the relevant United Kingdom Governmental Entity (the “CMA”), including by submitting a briefing paper (which may be a copy of the first draft filing to the European Commission during Pre-Notification) regarding the Acquisition to the CMA within five (5) Business Days of submission of a first draft filing to the European Commission during Pre-Notification, and by responding promptly and with due consideration to all requests for information from, or Eaton for meetings with, the CMA.
(c) Notwithstanding Section 7.2(b) or anything else in this Agreement to the contrary, nothing in this Agreement or otherwise shall obligate or otherwise require AbbVie, Acquirer Sub or any of their respective Subsidiaries to propose, agree to, commit to or effect any action (or refrain or cause to refrain from taking any action) (including, in each case, any divestiture, hold separate arrangement, licensing of rights, and/or termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships), restriction, commitment, condition, contingency, contribution, cost, expense, liability, limitation, loss, obligation, payment, requirement or term, with respect to any asset, operation, division, business, product line or business relationship of AbbVie, Allergan or any of their respective Subsidiaries, in each case as a condition to, or in connection with with, (i) the consummation expiration or termination of any applicable waiting period relating to the transactions contemplated hereby Acquisition under the HSR Act, (including the Acquisition)ii) obtaining any Clearance under any other applicable Antitrust Laws or foreign investment Laws or (iii) obtaining any other Clearance from a Governmental Entity or otherwise; provided, however, that notwithstanding AbbVie shall, and shall cause its Subsidiaries to, if necessary to resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to the Acquisition under any Antitrust Law or foreign investment Law commit to or effect (x) a divestiture, sale or license of (or subjecting to any hold-separate order) the assets and business relationships of the Allergan Group relating to the Allergan Products listed on Schedule 7.2(c) of the Allergan Disclosure Schedule (the “Specified Products”), and (y) such other actions (including any divestiture, sale or license of (or subjecting to any hold-separate order)), with respect to any asset, operation, division, business, product line or business relationship of the Allergan Group (and not, for clarity, of AbbVie or any of its Subsidiaries) as would not, individually or in the aggregate, have (if effected) a material impact (with materiality measured relative to a company of the size and scale of the Allergan Group) on the condition (financial or otherwise), properties, assets, liabilities, business or results of operations of AbbVie and its Subsidiaries (including Allergan and its Subsidiaries) following Completion (provided, that, for clarity, the impact of the actions contemplated by the foregoing clause (x) shall not be taken into account in assessing any impact under this clause (y)). Notwithstanding anything in this Agreement Section 7.2 to the contrary, in no event shall Xxxxxx or Eaton (A) AbbVie or any of their respective its Subsidiaries or Allergan or any of its Subsidiaries be required to payagree to take or enter into any action (or refrain from taking any action) which is not conditioned upon, prior and shall only become effective from and after, the Completion Date, or (B) subject to the Effective Timelast sentence of Section 7.2(d), Allergan or any feeof its Subsidiaries agree to any obligation, penalty restriction, requirement, limitation, qualification, condition, remedy or other consideration action relating to Clearances under any third party for any Clearance Antitrust Law or foreign investment Law required to be obtained by the Parties or their respective Subsidiaries in connection with the consummation Acquisition without the prior written consent of AbbVie, but, if requested by AbbVie in writing, Allergan shall, and shall cause its Subsidiaries to, subject to the foregoing clause (A) of this Section 7.2(c), take any such actions to obtain any of the transactions contemplated by governmental approvals described in this Agreement (including the Acquisition) under any contract or agreementSection 7.2(c).
(d) Subject to the terms and conditions hereof, including Clause 7.2(hlast sentence of this Section 7.2(d), each of AbbVie shall have the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours right to (i) obtain direct, devise and implement the strategy for obtaining any Clearances required in connection with the consummation of the transactions contemplated hereby necessary approval of, for responding to any request from, inquiry or investigation by (including directing the Acquisition) under the HSR Acttiming, the EC Merger Regulation nature and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect substance of monopolisation or restraint of trade (collectively, “Antitrust Laws”all such responses), and shall have the right to lead all meetings and communications (including any negotiations) with, any Governmental Entity that has authority to enforce any Antitrust Law and (ii) respond to any requests control the defense and settlement of any Relevant Authority for information Action brought by or documentary material under before any Governmental Entity that has authority to enforce any Antitrust Law; provided, and to contest and resist any actionhowever, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties AbbVie shall consult and cooperate with one another, Allergan and consider in good faith the views and comments of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party Allergan in connection with proceedings the foregoing. AbbVie shall be permitted to pull and refile, on one or more occasions, any filing made under the HSR Act, or relating any other Antitrust Law, or (without limiting AbbVie’s required efforts to consummate the Acquisition as promptly as reasonably practicable as otherwise set forth in this Section 7.2) enter into a timing agreement with any Governmental Entity in relation to any Antitrust Law Law, in connection with the Acquisition or any of the other transactions contemplated hereby, provided, that, without the prior written consent of Allergan, no pull and refile shall occur after October 31, 2019. Without limiting AbbVie’s rights with respect to their submissionoverall strategy and control as set forth in the remainder of this Section 7.2(d), with respect to Specified Products the Parties agree to and shall comply with the provisions set forth on Section 7.2(d) of the Allergan Disclosure Schedule.
(e) Subject to To the proviso in Clause 7.2(d)extent permitted by applicable Law, Eaton Allergan and Xxxxxx shall AbbVie shall, as promptly as reasonably practicable, (i) promptly advise each upon request from a Governmental Entity, furnish to such Governmental Entity, any information or documentation concerning themselves, their Subsidiaries, directors, officers and stockholders information or documentation concerning the Acquisition, the Scheme and the other of transactions contemplated hereby and such other matters as may be requested and (and Eaton or Xxxxxx shall so advise with respect to communications received by ii) make available their respective Representatives to, upon reasonable request, any Subsidiary of Eaton or XxxxxxGovernmental Entity, as in the case may beof each of clauses (i) and (ii), in connection with (A) the preparation of any written Filing made by or oral communication from on their behalf to any Relevant Authority or third party whose Clearance is required or reasonably necessary Governmental Entity in connection with the consummation Acquisition, the Scheme or any of the other transactions contemplated hereby or (B) any Governmental Entity investigation, review or approval process.
(f) Subject to Section 7.2(d), applicable Laws relating to the sharing of information and the terms and conditions of the Confidentiality Agreement and all other agreements entered into by the Parties, and subject to the proviso at the end of this Agreement Section 7.2(f), each of Allergan and AbbVie shall, and each shall cause its Subsidiaries to: (including i) (A) as far in advance as reasonably practicable, notify the Acquisitionother party of, and provide the other party with an opportunity to consult with respect to, any Filing or material or substantive communication or inquiry it or any of its Subsidiaries intends to make with any Governmental Entity relating to the matters that are the subject of this Agreement, (B) prior to submitting any such Filing or making any such communication or inquiry, the submitting or making party shall provide the other party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other party and such other party’s Representatives in connection with any such Filing, communication or inquiry (except HSR filings), and (C) promptly following the submission of such Filing (except HSR filings) or making of such communication or inquiry, provide the other party with a copy of any such Filing or, if in written form, a summary of any communication or inquiry; (ii) not as promptly as reasonably practicable following receipt, furnish the other party with a copy of any Filing (except HSR filings) or, if in written form, material or substantive communication or inquiry, it or any of its Subsidiaries receives from any Governmental Entity relating to matters that are the subject of this Agreement; and (iii) coordinate and reasonably cooperate with the other party in exchanging such information and provide such other assistance as the other party may reasonably request in connection with this Section 7.2. Subject to Section 7.2(d), none of Allergan, AbbVie or their respective Representatives shall agree to participate in any material or substantive meeting or discussion conference (including by telephone) with any Relevant Authority Governmental Entity, or any member of the staff of any Governmental Entity, in respect of any filingFiling, Action (including the settlement of any investigation, ) or enquiry concerning this Agreement other inquiry regarding the Acquisition or the transactions contemplated by this Agreement Scheme unless it consults with the other Party party in advance, advance and, unless prohibited to the extent permitted by such Relevant AuthorityGovernmental Entity, gives allows the other Party the opportunity party to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Mergerparticipate.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall use all their respective reasonable endeavours best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this AgreementEnd Date). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this AgreementEnd Date, or (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreementsatisfied, the Parties shall (unless and until this Agreement is validly terminated pursuant to Clause and in accordance with Article 9) take all reasonable actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause subclause (i), (ii), (iii) or (ivii) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 2 contracts
Samples: Transaction Agreement, Transaction Agreement (Allergan PLC)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereofof this Agreement, the Parties including Section 7.2(c), each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofParty shall, Xxxxxx, Xxxxx and each Eaton Merger Party shall cause its Subsidiaries to, use all their respective reasonable endeavours to:
(i) best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable advisable, to the extent permitted by applicable Law, to achieve satisfaction of the Conditions and to consummate the Acquisition and make effective the other transactions contemplated hereby (including the Acquisition) as promptly as practicable;
(ii) as promptly as reasonably practicablepracticable (and, obtain fromin each case, make with or provide no later than the End Date), including using reasonable best efforts to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iiix) prepare and file as promptly as reasonably practicable, make practicable with any Governmental Entity or other third party all filings, documentation to effect all Filings (and thereafter make any other required or appropriate submissions) as are necessary, that are required proper or reasonably necessary advisable to consummate the Acquisition and the other transactions contemplated by this Agreement (including the Acquisition)hereby, including Allergan and AbbVie each making (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions but in no event later than 30 days after the date hereof (unless the Parties mutually agree otherwise), an appropriate Filing of a notification and report form pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice with respect to the Acquisition and the other transactions contemplated hereby and requesting early termination of the waiting period under the HSR Act and (B) as promptly as reasonably practicable, any other Filing that is required and advisable under any other Antitrust Law or foreign investment Law, including making all required Filings under the Antitrust Laws in the jurisdictions listed on Section 7.2(b) of the Allergan Disclosure Schedule, (y) obtain fromprior to the End Date, make with or provide to any third party any and thereafter maintain, all Clearances required to be obtained, made obtained from any Governmental Entity that are necessary and advisable to consummate the Acquisition or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the other transactions contemplated hereby (including the Acquisition); providedhereby, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection and complying with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), of each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby Clearance (including the Acquisition) under by supplying as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, the EC Merger Regulation and any Act or other federal, state applicable Antitrust Law or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable investment Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary cooperate with the other Parties in their efforts to address reasonable privilege or confidentiality concerns. Eaton shall not consent comply with their obligations under this Agreement, including in seeking to obtain any voluntary extension of required Clearances, including defending (but without any statutory deadline or waiting period or obligation to commence) any voluntary delay of the consummation of Action commenced by any Governmental Entity in connection with the transactions contemplated by this Agreement at hereby. In parallel with informal engagement with the behest European Commission prior to submission of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay a formal filing for Clearance of the consummation Acquisition under the EC Merger Regulation (“Pre-Notification”), AbbVie shall also promptly engage with the relevant United Kingdom Governmental Entity (the “CMA”), including by submitting a briefing paper (which may be a copy of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party first draft filing to the other Party pursuant European Commission during Pre-Notification) regarding the Acquisition to this Clause 7.2(e)the CMA within five (5) Business Days of submission of a first draft filing to the European Commission during Pre-Notification, such first Party may give such notice, documentation or other communication and by responding promptly and with due consideration to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required byall requests for information from, or advisable pursuant tofor meetings with, applicable Lawthe CMA.
(fc) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iiiNotwithstanding Section 7.2(b) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything else in this Agreement to the contrary, nothing in this Clause 7.2 Agreement or otherwise shall requireobligate or otherwise require AbbVie, Acquirer Sub or be deemed any of their respective Subsidiaries to requirepropose, Eaton agree to, commit to or Xxxxxx effect any action (or refrain or cause to refrain from taking any action) (including, in each case, any divestiture, hold separate arrangement, licensing of rights, and/or termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships), restriction, commitment, condition, contingency, contribution, cost, expense, liability, limitation, loss, obligation, payment, requirement or term, with respect to any asset, operation, division, business, product line or business relationship of AbbVie, Allergan or any of their respective Subsidiaries, in each case as a condition to, or in connection with, (i) to take the expiration or termination of any action, agree to take any action or consent applicable waiting period relating to the taking of Acquisition under the HSR Act, (ii) obtaining any action Clearance under any other applicable Antitrust Laws or foreign investment Laws or (including iii) obtaining any other Clearance from a Governmental Entity or otherwise; provided, however, that AbbVie shall, and shall cause its Subsidiaries to, if necessary to resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to sellingthe Acquisition under any Antitrust Law or foreign investment Law commit to or effect (x) a divestiture, holding separate sale or otherwise disposing license of any business or assets or conducting its (or subjecting to any hold-separate order) the assets and business relationships of the Allergan Group relating to the Allergan Products listed on Schedule 7.2(c) of the Allergan Disclosure Schedule (the “Specified Products”), and (y) such other actions (including any divestiture, sale or license of (or subjecting to any hold-separate order)), with respect to any asset, operation, division, business, product line or business relationship of the Allergan Group (and not, for clarity, of AbbVie or any of its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so wouldas would not, individually or in the aggregate, reasonably be expected to result in have (if effected) a material adverse effect impact (with materiality measured relative to a company of the size and scale of the Allergan Group) on the businesscondition (financial or otherwise), properties, assets, liabilities, business or results of operations or financial condition of Holdco AbbVie and its Subsidiaries (including Allergan and its Subsidiaries) following consummation Completion (provided, that, for clarity, the impact of the actions contemplated by the foregoing clause (x) shall not be taken into account in assessing any impact under this clause (y)). Notwithstanding anything in this Section 7.2 to the contrary, in no event shall (A) AbbVie or any of its Subsidiaries or Allergan or any of its Subsidiaries be required to agree to take or enter into any action (or refrain from taking any action) which is not conditioned upon, and shall only become effective from and after, the Completion Date, or (B) subject to the last sentence of Section 7.2(d), Allergan or any of its Subsidiaries agree to any obligation, restriction, requirement, limitation, qualification, condition, remedy or other action relating to Clearances under any Antitrust Law or foreign investment Law required to be obtained by the Parties or their respective Subsidiaries in connection with the Acquisition without the prior written consent of AbbVie, but, if requested by AbbVie in writing, Allergan shall, and shall cause its Subsidiaries to, subject to the Merger).foregoing clause (A) of this Section
Appears in 2 contracts
Samples: Transaction Agreement (AbbVie Inc.), Transaction Agreement
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, the Parties each agree to shall use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as is reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) The Parties shall submit a fully completed notification to the CCPC as required in order to achieve satisfaction of Condition 3.1 of Appendix III of the Rule 2.5 Announcement, no later than 10 Business Days from the date of release of the Rule 2.5 Announcement;
(d) The Parties shall submit a fully completed notification to the Minister, as required in order to achieve satisfaction of Condition 3.2 of Appendix III of the Rule 2.5 Announcement, as soon as practicable and in accordance with the provisions of the Competition Act;
(e) The Parties will reply to and promptly satisfy any requests for information (including any formal requirements for information) by the CCPC and the Minister or other body or panel appointed by the Minister to assist in his review of the Acquisition;
(f) Mediahuis will promptly share with INM all draft applications, filings and correspondence reasonably in advance prior to submission to the CCPC and the Minister or the Department for Communications, Climate Action & Environment, and in such time that will allow INM a reasonable opportunity to provide comments on such filings before they are filed, submitted or sent and will consider in good faith any comments provided by INM;
(g) Mediahuis will provide INM with copies of all filings and correspondence submitted to and exchanged with the CCPC and the Minister or Department for Communications, Climate Action & Environment and shall notify INM of any meetings to be held with such parties and invite INM to attend any such meetings;
(h) Mediahuis shall keep INM informed of the status of the process in respect of Conditions 3.1 and 3.2 of Appendix III of the Rule 2.5 Announcement;
(i) If, at any time, any Party becomes aware of a fact or circumstance that could reasonably be expected to prevent any of the Pre-Conditions or Conditions being fulfilled, it will promptly give notice to the other Party to giving full details of the relevant facts or circumstances
(j) Subject to the terms and conditions hereofhereof and notwithstanding the obligations set out in Clauses 7.1 (a) – (i), Xxxxxx, Xxxxx INM and each Eaton Merger Party Mediahuis shall use all reasonable endeavours to:
(i) take, or cause to be taken, all such actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all such things as are necessary, proper or advisable to consummate and make effective satisfy each Condition in accordance with the transactions contemplated hereby (including the Acquisition) as promptly as practicablerelevant Condition;
(ii) as promptly as is reasonably practicable, obtain from, make with or provide to from any Relevant Authority Governmental Body any Clearances required to be obtained, made or provided obtained by Xxxxxx or Eaton INM or any of their respective its Subsidiaries or by Mediahuis or any member of the Mediahuis Group in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions;
(iii) to the extent that any Clearance required from a Governmental Body is not required until after the consummation of the Transaction, INM shall, in advance of such consummation, provide Mediahuis with such information and assistance as may reasonably be requested by Mediahuis to enable Mediahuis to obtain any such Clearance;
(iv) as promptly as is reasonably practicable, practicable make all such filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate satisfy the transactions contemplated by this Agreement (including the Acquisition)Conditions, including including:
(A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or Act; or
(EB) as required by the High Court; and
(ivv) as promptly as is reasonably practicable, take reasonable actions to obtain from, make with or provide to from any third party (other than any Governmental Body) any Clearances required to be obtained, made or provided obtained by Xxxxxx or Eaton INM or any of their respective its Subsidiaries or by Mediahuis or any member of the Mediahuis Group in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton INM or any of their respective its Subsidiaries or Mediahuis or any member of the Mediahuis Group be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party (other than a Governmental Body) for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) Transactions under any contract or agreementContract.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Samples: Transaction Agreement
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, including the limitations set forth in Clause 7.2(g), the Parties each agree to use all their respective reasonable endeavours best efforts to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than three (3) Business Days prior to the End Date. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, including the covenants set forth in this Clause 7.2, it is the intent of the parties hereto that the actions required to be taken by Verizon under Clause 7.2(g) shall be required to be taken solely to the extent necessary to enable the satisfaction of the Conditions and the consummation of the transactions contemplated hereby (including the Acquisition) to occur no later than the third Business Day prior to the End Date and not to the extent necessary to permit the satisfaction of the Conditions and/or the consummation of the transactions contemplated hereby (including the Acquisition) to occur as reasonably practicable following the publication of the Scheme Document.
(c) Subject to the terms and conditions hereof, Xxxxxxincluding Clause 7.2(g), Xxxxx Fleetmatics, Bidco and Verizon shall each Eaton Merger Party shall use all their respective reasonable endeavours best efforts to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) as promptly as practicablepracticable and in any event no later than three (3) Business Days prior to the End Date;
(ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissionssubmissions with any Relevant Authority, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the Acquisition), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereofhereof (or later if mutually agreed in writing by the Parties), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment LawsLaws listed on Schedule 7.2(c)(ii), (DC) under the Takeover Rules and the Act or (ED) as required by the High Court;
(iii) keep the other Parties reasonably informed of all material written or oral communications to or from third parties (other than any Relevant Authority) with respect to the Clearances; and
(iv) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party (including any Relevant Authority) any Clearances (other than Clearances under any Antitrust Laws, which shall be governed by Clause 7.2(d)) required to be obtained, made or provided by Xxxxxx Fleetmatics, Bidco or Eaton Verizon or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Fleetmatics or Eaton any of its Subsidiaries be permitted to pay nor shall Bidco or Verizon or any of their respective Subsidiaries be required to pay, prior pay or permit Fleetmatics to the Effective Time, pay any material fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement, other than customary filing or application fees in connection with required regulatory approvals.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h7.2(g), each of the Parties Party agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all its reasonable endeavours best efforts to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation monopolisation, competition, antitrust or restraint of trade (collectively, “Antitrust Laws”), . Each Party shall provide as promptly as practicable such information and (ii) respond to any requests of any documentary material as may be requested by a Relevant Authority for information following any such filing or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding notification. Notwithstanding anything to the contrary contained in this Agreement, Eaton the Parties agree that Verizon shall, on behalf of the Parties, control and lead all communications and strategy (both substantive and procedural, including relating to timing and any voluntary extensions thereof) relating to the Antitrust Laws (provided that Xxxxxx Fleetmatics is not constrained from complying with applicable Law). The , provided, further, that the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso provisos in Clause 7.2(d)) and to the fullest extent permissible under applicable Law, Eaton Verizon and Xxxxxx Fleetmatics shall (i) promptly advise each other of (and Eaton Verizon or Xxxxxx Fleetmatics shall so advise with respect to material communications received by any Subsidiary of Eaton Verizon or XxxxxxFleetmatics, as the case may be) any material written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or material discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all material correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Fleetmatics or Eaton or their its respective Affiliates, (y) as necessary to comply with contractual arrangements, address reasonable privilege concerns (provided that the redacting Party shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such privilege concerns) and (z) to prevent the exchange of confidential information as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated required by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayedapplicable Law. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Clause 7.2(e) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall use all their respective reasonable endeavours best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date to a date that is not later than three (3) Business Days prior to the End Date (or the date that is three (3) Business Days prior to the latest practicable date to which the High Court and/or the Panel will agree, but not beyond the date that is one year after three (3) Business Days prior to the date End Date). If Rule 12(b)(i) of this Agreement)the Takeover Rules may reasonably be expected to cause the Scheme to lapse, the Parties shall use their respective reasonable best efforts to obtain consent of the Panel to avoid lapsing of the Scheme pursuant to Rule 12(b)(i) of the Takeover Rules. If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this AgreementEnd Date, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(hg) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, Verizon and Fleetmatics agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).that:
Appears in 1 contract
Samples: Transaction Agreement
Consents and Regulatory Approvals. (a) 7.2.1. The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) 7.2.2. Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly and as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) 7.2.3. Subject to the terms and conditions hereof, XxxxxxElan, Xxxxx the Bidder and each Eaton Bidder Merger Party shall use all reasonable endeavours to:
(i1) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) as promptly as practicable;
(ii2) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx Elan or Eaton the Bidder or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger);
(iii3) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and;
(iv4) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx Elan or Eaton the Bidder or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Elan or Eaton the Bidder or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger) under any contract or agreement; and
(5) as promptly as reasonably practicable and no later than 15 Business Days after date hereof, cooperate with the other Party to ensure that all filings under the HSR Act required by any Elan Shareholder or Bidder Shareholder in connection with the transactions contemplated by this agreement are submitted.
(d) 7.2.4. Subject to the terms and conditions hereof, including Clause 7.2(h)7.2.8, each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) under the HSR Act, the EC Merger Regulation Regulation, the Irish Competition Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton the Bidder shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx Elan is not constrained from complying with applicable Law). The , provided, further, that the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) 7.2.5. Subject to the proviso provisos in Clause 7.2(d), Eaton 7.2.4 the Bidder and Xxxxxx Elan shall (i) promptly advise each other of (and Eaton the Bidder or Xxxxxx Elan shall so advise with respect to communications received by any Subsidiary of Eaton the Bidder or XxxxxxElan, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Elan or Eaton the Bidder or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton The Bidder shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx Elan and Xxxxxx Elan shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eatonthe Bidder, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e)7.2.5, such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) 7.2.6. Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) 7.2.7. In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) 7.2.8. In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton the Bidder and Xxxxxx Elan agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton the Bidder or Xxxxxx Elan or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x the Bidder’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton the Bidder or Xxxxxx Elan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton the Bidder in complying with its obligations set forth in this Clause 7.2, Xxxxxx Elan shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton the Bidder to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x Elan’s or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx Elan or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx Elan or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries) to (and Elan shall not, and shall cause its Subsidiaries not to, without the Bidder’s prior written consent) take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations, properties, assets, liabilities, results of operations or financial condition of Holdco (following consummation of the Acquisition and the Merger), the Bidder or Elan.
Appears in 1 contract
Samples: Transaction Agreement (Perrigo Co)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereofof this Agreement, each of Parent, Merger Sub and the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofCompany shall, Xxxxxx, Xxxxx and each Eaton Merger Party shall cause its Subsidiaries to, use all their respective reasonable endeavours to:
best efforts (iunless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law, to achieve satisfaction of the conditions to the Merger set forth in Article VIII and to consummate the Merger and make effective the transactions contemplated hereby (including the Acquisition) as promptly as practicable;
(ii) other Transactions as promptly as reasonably practicablepracticable and, obtain fromin any event, make with or provide to any Relevant Authority any Clearances required to be obtainedno later than the End Date, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby including (including the Acquisition);
(iiii) preparing and filing as promptly as reasonably practicable, make practicable with any Governmental Authority or other Third Party all filings, documentation to effect all Filings (and thereafter make any other required or appropriate submissions, that ) as are required or reasonably necessary to consummate the transactions contemplated by this Agreement (Merger and the other Transactions, including the AcquisitionCompany and Parent each using reasonable best efforts to make no later than September 23, 2024 (and, in any event, making no later than ten (10) Business Days after the Execution Date), including an appropriate Filing of a notification and report form pursuant to the HSR Act with the FTC and the Antitrust Division of the DOJ with respect to the Merger and requesting (Aif available) early termination of the waiting period under the HSR Act; provided that if there are any material changes in the applicable regulations under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after between the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules hereof and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions date of filing pursuant to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Company and Parent shall file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as reasonably practicable after the Execution Date, (ii) using reasonable best efforts to obtain, and thereafter maintain, all Clearances required to be obtained from any Governmental Authority or other Third Party that are necessary to consummate the Merger Regulation and the other Transactions, and complying with the terms and conditions of each such Clearance (including by using reasonable best efforts to supply any additional information that may be required or reasonably requested pursuant to the HSR Act or other federal, state applicable Antitrust Laws or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust non-U.S. investment Laws”), and (iiz) respond using reasonable best efforts to any requests of any Relevant Authority for information or documentary material cooperate, to the extent reasonable, with the other Parties in their efforts to comply with their obligations under any Antitrust Law, and to contest and resist any actionthis Agreement, including in seeking to obtain any legislativerequired Clearances. Each of Parent and the Company shall contest, administrative defend and appeal any Action, whether judicial or judicial actionadministrative, and to have vacated, lifted, reversed challenging this Agreement or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any of the other transactions contemplated Transactions.
(b) Parent and the Company shall jointly (i) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by this Agreement under (including with respect to the timing, nature and substance of all such responses), and shall jointly participate in all meetings and communications (including any negotiations) with, any Governmental Authority that has authority to enforce any Antitrust Law or foreign investment Law and (an “ii) control the defense and settlement of any Action brought by or before any Governmental Authority that has authority to enforce any Antitrust Order”)Law or foreign investment Law, provided that, notwithstanding anything to in the contrary contained in this Agreementcase of clauses (i) and (ii), Eaton Parent shall, on behalf of the Partiesat all pertinent times, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall reasonably consult and cooperate with one anotherwith, and consider in good faith the views of one anotherof, regarding the form Company and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party its counsel in connection therewith. Neither Parent nor the Company shall commit to or agree with proceedings any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or relating to any other Antitrust Law prior to their submission.
(e) Subject Laws or enter into a timing agreement with a Governmental Authority, or withdraw its initial filing pursuant to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each HSR Act or any other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or XxxxxxAntitrust Law, as the case may be) any , without the prior written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation consent of the transactions contemplated by this Agreement (including the Acquisition); (ii) other party, not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(fc) Each Party will provide To the extent permitted by applicable Law, each of Parent, Merger Sub and the Company shall, as promptly as practicable practicable, (i) upon request from a Governmental Authority, furnish to such Governmental Authority any information or documentation concerning themselves, their Affiliates, directors, officers and documentary material shareholders, information or documentation concerning the Merger or any of the other Transactions and information or documentation on such other matters as may be requested and (ii) make available their respective directors, officers, employees, agents, investment bankers, financial advisors, legal advisors, accountants, brokers, finders, consultants or other representatives (“Representatives”) to, upon reasonable request, any Governmental Authority, in the case of each of clause (i) and (ii), in connection with (A) the preparation of any Filing made by a Relevant Authority following or on their behalf to any such filing or notification and shall negotiate with any Relevant Governmental Authority in relation to connection with the Merger or any undertakingsof the other Transactions or (B) any Governmental Authority investigation, orders, agreements review or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Mergerapproval process.
(gd) In the event that the latest date on which the High Court and/or the Panel would permit Completion Subject to occur is prior Section 7.2(b), applicable Laws relating to the date that is one year after sharing of information and the date terms and conditions of the Confidentiality Agreement, and subject to the proviso at the end of this AgreementSection 7.2(d), each of Parent and the Parties Company shall, and each shall use all reasonable endeavours cause its Affiliates to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) (A) as far in advance as practicable, notify the High Court and/or other Party of, and provide the Panel require the lapsing other Party with an opportunity to consult with respect to, any Filing or material or substantive communication or inquiry it or any of the Scheme prior its Affiliates intends to make with any Governmental Authority relating to the date matters that is one year after are the date subject of this Agreement, (B) prior to submitting any such Filing or making any such communication or inquiry, the submitting or making Party shall provide the other Party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other Party and such other Party’s Representatives in connection with any such Filing, communication or inquiry, and (C) promptly following the submission of such Filing or making of such communication or inquiry, provide the other Party with a copy of any such Filing or, if in written form, a summary of any communication or inquiry, (ii) as promptly as practicable following receipt, furnish the Scheme lapses pursuant other Party with a copy of any Filing or, if in written form, material or substantive communication or inquiry, it or any of its Affiliates receives from any Governmental Authority relating to Rule 12(b)(i) matters that are the subject of this Agreement or if the Takeover Rulescommunication or inquiry is not in written form provide a summary, and (iii) Condition 1 fails coordinate and reasonably cooperate with the other Party in exchanging such information and provide such other assistance as the other Party may reasonably request in connection with this Section 7.2; provided that Parent and the Company may limit provision of such information to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I outside counsel to the Rule 2.5 Announcement as a result other Party and may redact information that is competitively sensitive, covered by the attorney-client privilege or relates to the valuation of the Scheme failing Merger. Subject to have become effective on or prior to the date that is one year after the date Section 7.2(b), none of this Agreement, the Parties or their respective Affiliates or their respective Representatives shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, participate in any material or cause to be taken substantive meeting or conference (including by its Subsidiaries), telephone) with any and all steps and to makeGovernmental Authority, or cause to be made any member of the staff of any Governmental Authority, in respect of any Filing, Action (including the settlement of any investigation) or other inquiry regarding the Merger unless it consults with the Company and Parent in advance and, to the extent permitted by such Governmental Authority, allows (x) in the case of a meeting or conference involving the Company or their respective Representatives, Parent to participate and (y) in the case of a meeting or conference involving Parent or its Subsidiaries)Representatives, the Company. Notwithstanding the foregoing, nothing in this Section 7.2 shall require Parent or any and all undertakings necessary of its Affiliates to resolve such objectionsshare with Rome, if any, the Company or any of their Affiliates or their respective representatives any information that a Relevant Authority may assert under any Antitrust Law reveals Xxxxxx’s or its Affiliates’ valuation or negotiating strategy with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted transactions contemplated by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including this Agreement.
(xe) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx Parent shall not (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries Affiliates not to) acquire or agree to acquire (by merging or consolidating with, enter into one or more agreements requested by Eaton to be entered into purchasing a substantial portion of the assets of or equity in, or by any of them prior to other manner), any Person or portion thereof, if the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect entering into an agreement relating to, or their ability the consummation of, such acquisition, merger or consolidation would reasonably be expected to retain prevent or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that materially delay the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roivant Sciences Ltd.)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of the publication of the Scheme Document shall will be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereofof this Agreement, the Parties each agree to will use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as is reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) If, at any time, any Party becomes aware of a fact or circumstance that could reasonably be expected to prevent any of the Conditions being fulfilled, it will promptly give notice to the other Parties giving full details of the relevant facts or circumstances.
(d) Subject to the terms and conditions hereofof this Agreement, Xxxxxx, Xxxxx and each Eaton Merger Party shall the Parties will use all reasonable endeavours to:
(i) take, or cause to be taken, all such actions, and do, or cause to be done, and to assist and cooperate co-operate with the other Party Parties in doing, all such things as are necessary, proper or advisable to consummate and make effective satisfy each Condition in accordance with the transactions contemplated hereby (including the Acquisition) as promptly as practicablerelevant Condition;
(ii) as promptly as is reasonably practicable, obtain from, make with or provide to any Relevant Authority Governmental Body any Clearances required to be obtained, made or provided by Xxxxxx or Eaton Yew Grove or any of their respective its Subsidiaries or by Slate or any member of the Slate Group in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions;
(iii) to the extent that any Clearance required from a Governmental Body is not required until after the consummation of the Transaction, Yew Grove shall, in advance of such consummation, provide Bidco with such information and assistance as may reasonably be requested by Bidco to enable Slate or Bidco to obtain any such Clearance;
(iv) as promptly as is reasonably practicable, make all such filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate satisfy the transactions contemplated by this Agreement (including the Acquisition)Conditions, including including:
(A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Irish Takeover Rules and the Act or Act; or
(EB) as required by the High Court; and
(ivv) as promptly as is reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party (other than any Governmental Body) any Clearances required to be obtained, made or provided by Xxxxxx or Eaton Yew Grove or any of their respective its Subsidiaries or by Slate or any member of the Slate Group in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton Yew Grove or any of their respective its Subsidiaries or Slate or any member of the Slate Group be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party (other than a Governmental Body) for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) Transactions under any contract or agreementContract.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Samples: Transaction Agreement
Consents and Regulatory Approvals. (a) 7.2.1. The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) 7.2.2. Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly and as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) 7.2.3. Subject to the terms and conditions hereof, XxxxxxElan, Xxxxx the Bidder and each Eaton Bidder Merger Party shall use all reasonable endeavours to:
(i1) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) as promptly as practicable;
(ii2) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx Elan or Eaton the Bidder or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger);
(iii3) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger), including including
(A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and;
(iv4) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx Elan or Eaton the Bidder or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Elan or Eaton the Bidder or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger) under any contract or agreement; and
(5) as promptly as reasonably practicable and no later than 15 Business Days after date hereof, cooperate with the other Party to ensure that all filings under the HSR Act required by any Elan Shareholder or Bidder Shareholder in connection with the transactions contemplated by this agreement are submitted.
(d) 7.2.4. Subject to the terms and conditions hereof, including Clause 7.2(h)7.2.8, each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) under the HSR Act, the EC Merger Regulation Regulation, the Irish Competition Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton the Bidder shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx Elan is not constrained from complying with applicable Law). The , provided, further, that the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) 7.2.5. Subject to the proviso provisos in Clause 7.2(d), Eaton 7.2.4 the Bidder and Xxxxxx Elan shall (i) promptly advise each other of (and Eaton the Bidder or Xxxxxx Elan shall so advise with respect to communications received by any Subsidiary of Eaton the Bidder or XxxxxxElan, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Elan or Eaton the Bidder or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton The Bidder shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx Elan and Xxxxxx Elan shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eatonthe Bidder, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e)7.2.5, such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) 7.2.6. Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) 7.2.7. In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) 7.2.8. In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton the Bidder and Xxxxxx Elan agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton the Bidder or Xxxxxx Elan or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x the Bidder’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton the Bidder or Xxxxxx Elan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton the Bidder in complying with its obligations set forth in this Clause 7.2, Xxxxxx Elan shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton the Bidder to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x Elan’s or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx Elan or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx Elan or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton the Bidder or Xxxxxx Elan (or any of their respective Subsidiaries) to (and Elan shall not, and shall cause its Subsidiaries not to, without the Bidder’s prior written consent) take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations, properties, assets, liabilities, results of operations or financial condition of Holdco (following consummation of the Acquisition and the Merger), the Bidder or Elan.
Appears in 1 contract
Samples: Transaction Agreement
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 2.7 Announcement and the Scheme Document, to the extent required by applicable LawLaws.
(b) Subject to the terms and conditions hereofof this Agreement, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofParty shall, Xxxxxx, Xxxxx and each Eaton Merger Party shall cause its Subsidiaries to, use all its respective reasonable endeavours to:
(i) best efforts to take, or cause to be taken, (i) all actions and to do, or cause to be done, all things necessary, proper or advisable, to the extent permitted by applicable Laws, to achieve satisfaction of the Conditions and to consummate the Acquisition and the other Transactions and (ii) all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other Party Parties in doing, all things necessary, proper or advisable under applicable Antitrust Laws to consummate and make effective the transactions contemplated hereby (including the Acquisition) Transactions as promptly as practicable;
(ii) as promptly soon as reasonably practicable, including: (A) the obtaining of all necessary Clearances and expirations or terminations of waiting periods from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such Clearances or expiration or termination of a waiting period by or from, make with or provide to avoid an action or proceeding by, any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries Governmental Entity in connection with any Antitrust Law, (B) the consummation obtaining of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filingsnecessary Clearances from Third Parties, and thereafter make (C) the execution and delivery of any other required or appropriate submissions, that are required or reasonably additional instruments necessary to consummate the transactions contemplated Transactions.
(c) In furtherance and not in limitation of the foregoing, the Parties agree to use reasonable best efforts to, and cause their Affiliates to use reasonable best efforts to, promptly take all actions and steps requested or required by this Agreement (including any Governmental Entity as a condition to granting any Clearances, and to cause the Acquisition)prompt expiration or termination of any applicable waiting period and to resolve objections, including (A) if any, of the FTC or DOJ, or other Governmental Entities of any Required Non-U.S. Jurisdiction so as to obtain such Clearances under the HSR Act or other Antitrust Laws, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Entities under Antitrust Laws, and to avoid the entry of, or to effect the dissolution of, any Order in any Legal Proceeding which would otherwise have the effect of preventing the Completion or delaying the Completion beyond the End Date, including (it being agreed that i) negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Parties shall make their respective filings under sale, lease, license, divestiture or disposition of any assets, rights, product lines, or businesses of the HSR Act no later than 15 Business Days after the date hereof)Company or any of its Subsidiaries, (Bii) under terminating existing relationships, contractual rights or obligations of the EC Merger RegulationCompany or any of its Subsidiaries, (Ciii) under terminating any venture or other Antitrust Laws arrangement of the Company or foreign investment Lawsany of its Subsidiaries, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicablecreating any relationship, take reasonable actions to obtain from, make with contractual rights or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx or Eaton obligations of the Company or any of their respective Subsidiaries in connection with the consummation its Subsidiaries, (v) effectuating any other change or restructuring of the transactions contemplated hereby Company or any of its Subsidiaries and (including vi) otherwise taking or committing to take any actions with respect to the Acquisitionbusinesses, product lines or assets of the Company or any of its Subsidiaries (the actions referred to in clauses (i) through (vi), collectively, “Remedy Actions”); provided, however, that that, notwithstanding anything in this Agreement to the contrarycontrary herein (including the “reasonable best efforts standard” set forth in Section 7.2(b)), in no event neither Parent nor any of its Affiliates shall Xxxxxx be required to proffer, consent to or Eaton agree to or effect any Remedy Action (x) with respect to any assets, categories of assets or portions of any business of the Company or any of their respective its Subsidiaries if, in each case, any such Remedy Action would, individually or in the aggregate, reasonably be required expected to pay, prior be material to the Effective Timebusiness, any feeassets or financial condition of the Company and its Subsidiaries, penalty taken as a whole or other consideration (y) with respect to the items listed on Section 7.2(c) of the Company Disclosure Schedule or (z) for the avoidance of doubt, with respect to any third party for assets, categories of assets or portions of any Clearance required business of Parent or its Affiliates (such effect referred to in connection clauses (x), (y), or (z), a “Burdensome Condition”); provided, further, that the Company shall only be permitted to take or commit to take such Remedy Action with the consummation prior written consent of Parent; provided, further, that Parent may only require the transactions contemplated by this Agreement (including Company to take or commit to take any such Remedy Action if such Remedy Action is binding on the Acquisition) under any contract or agreementCompany only in the event the Completion occurs.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h)of this Agreement, each of the Parties agrees, hereto shall (and shall cause each of their respective SubsidiariesAffiliates, to cooperate and to use all reasonable endeavours to if applicable, to) (i) obtain promptly, but in no event later than 15 Business Days after the date of this Agreement (or such later date as may be agreed in writing among the Parties), make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the Transactions and (ii) as promptly as reasonably practicable after the date of this Agreement and in any Clearances event no later than January 16, 2023 (or such later date as may be agreed in writing among the Parties), make all other filings, notifications or other consents as may be required to be made or obtained by such Party under foreign Antitrust Laws or Foreign Investment Laws in connection those jurisdictions identified in Section 7.2(d) of the Company Disclosure Schedule, which contains the list of the only non U.S. jurisdictions where filing, notification, expiration of a waiting period or consent or approval is a condition to Completion as agreed by the Parties (each, a “Required Non-U.S. Jurisdiction”).
(e) Parent shall consult in advance with the consummation Company, and take into account in good faith the views of the transactions contemplated hereby (including Company, regarding the Acquisition) strategy for all matters with any Governmental Entity; provided, that, in the event of a disagreement regarding such strategy, the determination of Parent shall be final so long as consistent with its obligations hereunder. Notwithstanding anything in this Agreement to the contrary, neither Party shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act, or pull and refile under the EC Merger Regulation HSR Act, or other applicable Antitrust Laws or Foreign Investment Laws, without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). Without limiting the generality of anything contained in this Section 7.2, each Party hereto shall use its reasonable best efforts to (i) cooperate in all respects and consult with each other in connection with any filing or submission in connection with any investigation or other federalinquiry, state or foreign Law designed including allowing the other Party to prohibithave a reasonable opportunity to review in advance and comment on drafts of filings and submissions, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectivelyin each case, “as required under applicable Antitrust Laws”), and (ii) respond to any requests give the other Parties prompt notice of the making or commencement of any Relevant Authority for information request, inquiry, investigation or documentary material Legal Proceeding brought by a Governmental Entity or brought by a Third Party before any Governmental Entity, in each case, with respect to the Transactions under applicable Antitrust Laws, (iii) promptly keep the other Parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding under applicable Antitrust LawLaws, (iv) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Entity in connection with any such request, inquiry, investigation or Legal Proceeding under applicable Antitrust Laws, (v) promptly furnish to the other Party, subject to an appropriate confidentiality agreement to limit disclosure to outside counsel and consultants retained by such counsel, with copies of documents, communications or materials provided to or received from any Governmental Entity in connection with any such request, inquiry, investigation, action or Legal Proceeding under applicable Antitrust Laws, (vi) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants retained by such counsel, and to contest and resist any actionthe extent reasonably practicable, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained consult in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult advance and cooperate with one another, the other Parties and consider in good faith the views of one anotherthe other Parties in connection with any substantive communication, regarding the form and content of any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, argumentsargument, opinions and proposals opinion or proposal to be made or submitted by or on behalf of either Party in connection with proceedings any such request, inquiry, investigation, action or Legal Proceeding under or relating to any applicable Antitrust Law prior to their submission.
laws and (evii) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received except as may be prohibited by any Subsidiary of Eaton Governmental Entity or Xxxxxxby any Law, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting such request, inquiry, investigation or discussion with any Relevant Authority Legal Proceeding in respect of any filingthe Transactions, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with each Party shall provide advance notice of and permit authorized Representatives of the other Party to be present at each meeting or conference relating to such request, inquiry, investigation or Legal Proceeding under applicable Antitrust Laws and to have access to and be consulted in advanceadvance in connection with any argument, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity opinion or proposal to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority be made or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent submitted to any voluntary extension of any statutory deadline Governmental Entity in connection with such request, inquiry, investigation or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx Legal Proceeding under applicable Antitrust Laws; provided that documents and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party information provided to the other Party pursuant to this Clause 7.2(e)paragraph may be redacted (A) to remove references to valuation of the Company or the identity of alternative acquirers, (B) to comply with contractual arrangements, or (C) to protect privilege, and may be limited to outside counsel and outside consultants retained by such first counsel. Each Party shall supply as promptly as practicable such information, documentation, other material or testimony that may give such noticebe reasonably requested by any Governmental Entity, documentation including by responding at the earliest reasonably practicable date with any request for additional information, documents or other communication to materials, including any “second request” under the HSR Act, received by any Party or any of their respective Subsidiaries from any Governmental Entity in connection with such second Party’s outside counselapplications or filings for the Transactions under applicable Antitrust Laws. Parent and Acquirer Sub shall pay all filing fees under the HSR Act and for any filings required under Required Non-U.S. Jurisdictions, instead but the Company shall bear its own costs for the preparation of directly to any such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Lawfilings.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification Parent agrees that it shall not, and shall negotiate with not permit any Relevant Authority of its controlled Affiliates to, directly or indirectly, acquire or agree to acquire any assets, business or any Person (whether by merger, consolidation, license, purchasing a substantial portion of the assets of or equity in relation any Person or by any other manner) if the entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase, whether individually or in the aggregate, would reasonably be expected to (i) impose any undertakingsmaterial delay in the expiration or termination of any applicable waiting period or impose any material delay in the obtaining of, ordersor increase the risk of not obtaining, agreements any Clearance under the HSR Act or commitments which any such Relevant Authority requires to facilitate other Required Non-U.S. Jurisdiction, (ii) materially increase the risk of any Governmental Entity entering any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Acquisition and the Mergerother Transactions or (iii) otherwise prevent the consummation of the Acquisition and the Transactions by the End Date.
(g) In the event that the latest date on which the Irish High Court and/or or the Irish Takeover Panel would permit Completion to occur is prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall use all their respective reasonable endeavours best efforts to obtain consent of the Irish High Court and/or or the Irish Takeover Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this AgreementEnd Date). If (i) the Irish High Court and/or or the Irish Takeover Panel require the lapsing of the Scheme prior to the date that is one year after the date of this AgreementEnd Date, or (ii) the Scheme lapses pursuant to Rule 12(b)(i) Condition set out in paragraph 1 of the Takeover Rules, (iii) Condition 1 Conditions fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreementsatisfied, the Parties shall (unless and until this Agreement is terminated pursuant to Clause and in accordance with Section 9) take all reasonable actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (ivii) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Samples: Transaction Agreement (Horizon Therapeutics Public LTD Co)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, including the limitations set forth in Clause 7.2(g), the Parties each agree to use all their respective reasonable endeavours best efforts to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than three (3) Business Days prior to the End Date. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, including the covenants set forth in this Clause 7.2, it is the intent of the parties hereto that the actions required to be taken by Verizon under Clause 7.2(g) shall be required to be taken solely to the extent necessary to enable the satisfaction of the Conditions and the consummation of the transactions contemplated hereby (including the Acquisition) to occur no later than the third Business Day prior to the End Date and not to the extent necessary to permit the satisfaction of the Conditions and/or the consummation of the transactions contemplated hereby (including the Acquisition) to occur as reasonably practicable following the publication of the Scheme Document.
(c) Subject to the terms and conditions hereof, Xxxxxxincluding Clause 7.2(g), Xxxxx Fleetmatics, Bidco and Verizon shall each Eaton Merger Party shall use all their respective reasonable endeavours best efforts to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) as promptly as practicablepracticable and in any event no later than three (3) Business Days prior to the End Date;
(ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissionssubmissions with any Relevant Authority, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the Acquisition), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereofhereof (or later if mutually agreed in writing by the Parties), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment LawsLaws listed on Schedule 7.2(c)(ii), (DC) under the Takeover Rules and the Act or (ED) as required by the High Court;
(iii) keep the other Parties reasonably informed of all material written or oral communications to or from third parties (other than any Relevant Authority) with respect to the Clearances; and
(iv) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party (including any Relevant Authority) any Clearances (other than Clearances under any Antitrust Laws, which shall be governed by Clause 7.2(d)) required to be obtained, made or provided by Xxxxxx Fleetmatics, Bidco or Eaton Verizon or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Fleetmatics or Eaton any of its Subsidiaries be permitted to pay nor shall Bidco or Verizon or any of their respective Subsidiaries be required to pay, prior pay or permit Fleetmatics to the Effective Time, pay any material fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement, other than customary filing or application fees in connection with required regulatory approvals.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h7.2(g), each of the Parties Party agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all its reasonable endeavours best efforts to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation monopolisation, competition, antitrust or restraint of trade (collectively, “Antitrust Laws”), . Each Party shall provide as promptly as practicable such information and (ii) respond to any requests of any documentary material as may be requested by a Relevant Authority for information following any such filing or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding notification. Notwithstanding anything to the contrary contained in this Agreement, Eaton the Parties agree that Verizon shall, on behalf of the Parties, control and lead all communications and strategy (both substantive and procedural, including relating to timing and any voluntary extensions thereof) relating to the Antitrust Laws (provided that Xxxxxx Fleetmatics is not constrained from complying with applicable Law). The , provided, further, that the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso provisos in Clause 7.2(d)) and to the fullest extent permissible under applicable Law, Eaton Verizon and Xxxxxx Fleetmatics shall (i) promptly advise each other of (and Eaton Verizon or Xxxxxx Fleetmatics shall so advise with respect to material communications received by any Subsidiary of Eaton Verizon or XxxxxxFleetmatics, as the case may be) any material written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or material discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all material correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Fleetmatics or Eaton or their its respective Affiliates, (y) as necessary to comply with contractual arrangements, address reasonable privilege concerns (provided that the redacting Party shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such privilege concerns) and (z) to prevent the exchange of confidential information as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated required by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayedapplicable Law. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Clause 7.2(e) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall use all their respective reasonable endeavours best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date to a date that is not later than three (3) Business Days prior to the End Date (or the date that is three (3) Business Days prior to the latest practicable date to which the High Court and/or the Panel will agree, but not beyond the date that is one year after three (3) Business Days prior to the date End Date). If Rule 12(b)(i) of this Agreement)the Takeover Rules may reasonably be expected to cause the Scheme to lapse, the Parties shall use their respective reasonable best efforts to obtain consent of the Panel to avoid lapsing of the Scheme pursuant to Rule 12(b)(i) of the Takeover Rules. If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this AgreementEnd Date, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(hg) In furtherance Notwithstanding anything in this Agreement to the contrary, Verizon and Fleetmatics agree that:
(i) neither Verizon nor any of its Subsidiaries shall be required (and, without the prior written consent of Verizon, Fleetmatics shall not in limitation and shall not permit any of its Subsidiaries) to enter into any settlement, undertaking, commitment, consent decree, stipulation or agreement (or agreement to enter into any of the foregoing) with any Relevant Entity or third party, including (A) any license, sale or other covenants contained in this Clause 7.2disposition or holding separate (through establishment of a trust or otherwise) of its or its Affiliates’ respective capital stock, Eaton other securities or ownership interests, operations, businesses, assets, properties or rights (a “Divestiture”) or (B) the imposition of any limitation on its or its Affiliates’ respective abilities and Xxxxxx agree rights to take(1) conduct operations or businesses, (2) economically or cause to be taken beneficially own or acquire any capital stock, other securities or ownership interests, assets or properties or (including by its Subsidiaries3) exercise any rights (a “Restraint”), any and all steps and to makeexcept that, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect solely to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as extent necessary to enable the Completion consummation of the transactions contemplated hereby (including the Acquisition) to occur as promptly as practicable and in any event no later than the third Business Day prior to the End Date, including (xVerizon shall use its reasonable best efforts to satisfy Conditions 3(a) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiariesand/or 3(b) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or and/or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order Antitrust Order by agreeing to Divestitures and Restraints (A) the effectiveness or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any consummation of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that which is conditioned on the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in contemplated by this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to sellingthe Acquisition), holding separate or otherwise disposing of any business or assets or conducting its (or its SubsidiariesB) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so wouldthat, individually or in the aggregate, do not and would not reasonably be expected to result be materially adverse to (1) Verizon and its Subsidiaries, taken as a whole, or (2) Fleetmatics and its Subsidiaries, taken as a whole, either before or immediately after giving effect to the transactions contemplated by this Agreement (including the Acquisition), in each case measured on a material adverse effect on scale relative to Fleetmatics and its Subsidiaries, taken as a whole, regardless of whether any such action, condition, restriction or mitigation is in respect of Verizon, Fleetmatics or their respective Subsidiaries, and (C) that do not require Verizon to convey any value to any third party other than the businesssales, operations licenses or financial condition of Holdco (following consummation divestitures of the Acquisition assets being divested as part of the Divestiture and reasonable and customary transition support or similar agreements of limited duration relating to such sales, licenses or divestitures (provided that any such transition support or similar agreement shall only be required to be agreed to by Verizon to the Mergerextent it reflects arm’s-length and fair market value terms as determined by Verizon in good faith);
(ii) nothing in this Agreement shall require Verizon or permit Fleetmatics (without the prior written consent of Verizon) to litigate with any Relevant Authority in connection with any Clearance under any Antitrust Law;
(iii) in no event shall Fleetmatics or any of its Subsidiaries be permitted to pay nor shall Verizon, Bidco or any of their respective Subsidiaries be required to pay or permit Fleetmatics to pay any material fee, penalty or other consideration in connection with obtaining any Clearance under any applicable Antitrust Law, other than customary filing or application fees in connection with any such Clearance; and
(iv) all references to the “End Date” in this Clause 7.2 shall refer to August 1, 2017.
Appears in 1 contract
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereofof this Agreement, the Parties including Section 7.2(c), each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofParty shall, Xxxxxx, Xxxxx and each Eaton Merger Party shall cause its Subsidiaries to, use all their respective reasonable endeavours to:
(i) best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable advisable, to the extent permitted by applicable Law, to achieve satisfaction of the Conditions and to consummate the Acquisition and make effective the other transactions contemplated hereby (including the Acquisition) as promptly as practicable;
(ii) as promptly as reasonably practicablepracticable (and, obtain fromin each case, make with or provide no later than the End Date), including using reasonable best efforts to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iiix) prepare and file as promptly as reasonably practicable, make practicable with any Governmental Entity or other third party all filings, documentation to effect all Filings (and thereafter make any other required or appropriate submissions) as are necessary, that are required proper or reasonably necessary advisable to consummate the Acquisition and the other transactions contemplated by this Agreement (including the Acquisition)hereby, including Allergan and AbbVie each making (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions but in no event later than 30 days after the date hereof (unless the Parties mutually agree otherwise), an appropriate Filing of a notification and report form pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice with respect to the Acquisition and the other transactions contemplated hereby and requesting early termination of the waiting period under the HSR Act and (B) as promptly as reasonably practicable, any other Filing that is required and advisable under any other Antitrust Law or foreign investment Law, including making all required Filings under the Antitrust Laws in the jurisdictions listed on Section 7.2(b) of the Allergan Disclosure Schedule, (y) obtain fromprior to the End Date, make with or provide to any third party any and thereafter maintain, all Clearances required to be obtainedobtained from any Governmental Entity that are necessary and advisable to consummate the Acquisition or other transactions contemplated hereby, made and complying with the terms and conditions of each Clearance (including by supplying as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or provided other applicable Antitrust Law or foreign investment Law), and (z) cooperate with the other Parties in their efforts to comply with their obligations under this Agreement, including in seeking to obtain any required Clearances, including defending (but without any obligation to commence) any Action commenced by Xxxxxx any Governmental Entity in connection with the transactions contemplated hereby. In parallel with informal engagement with the European Commission prior to submission of a formal filing for Clearance of the Acquisition under the EC Merger Regulation (“Pre-Notification”), AbbVie shall also promptly engage with the relevant United Kingdom Governmental Entity (the “CMA”), including by submitting a briefing paper (which may be a copy of the first draft filing to the European Commission during Pre-Notification) regarding the Acquisition to the CMA within five (5) Business Days of submission of a first draft filing to the European Commission during Pre-Notification, and by responding promptly and with due consideration to all requests for information from, or Eaton for meetings with, the CMA.
(c) Notwithstanding Section 7.2(b) or anything else in this Agreement to the contrary, nothing in this Agreement or otherwise shall obligate or otherwise require AbbVie, Acquirer Sub or any of their respective Subsidiaries to propose, agree to, commit to or effect any action (or refrain or cause to refrain from taking any action) (including, in each case, any divestiture, hold separate arrangement, licensing of rights, and/or termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships), restriction, commitment, condition, contingency, contribution, cost, expense, liability, limitation, loss, obligation, payment, requirement or term, with respect to any asset, operation, division, business, product line or business relationship of AbbVie, Allergan or any of their respective Subsidiaries, in each case as a condition to, or in connection with with, (i) the consummation expiration or termination of any applicable waiting period relating to the transactions contemplated hereby Acquisition under the HSR Act, (including the Acquisition)ii) obtaining any Clearance under any other applicable Antitrust Laws or foreign investment Laws or (iii) obtaining any other Clearance from a Governmental Entity or otherwise; provided, however, that notwithstanding AbbVie shall, and shall cause its Subsidiaries to, if necessary to resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to the Acquisition under any Antitrust Law or foreign investment Law commit to or effect (x) a divestiture, sale or license of (or subjecting to any hold-separate order) the assets and business relationships of the Allergan Group relating to the Allergan Products listed on Schedule 7.2(c) of the Allergan Disclosure Schedule (the “Specified Products”), and (y) such other actions (including any divestiture, sale or license of (or subjecting to any hold-separate order)), with respect to any asset, operation, division, business, product line or business relationship of the Allergan Group (and not, for clarity, of AbbVie or any of its Subsidiaries) as would not, individually or in the aggregate, have (if effected) a material impact (with materiality measured relative to a company of the size and scale of the Allergan Group) on the condition (financial or otherwise), properties, assets, liabilities, business or results of operations of AbbVie and its Subsidiaries (including Allergan and its Subsidiaries) following Completion (provided, that, for clarity, the impact of the actions contemplated by the foregoing clause (x) shall not be taken into account in assessing any impact under this clause (y)). Notwithstanding anything in this Agreement Section 7.2 to the contrary, in no event shall Xxxxxx or Eaton (A) AbbVie or any of their respective its Subsidiaries or Allergan or any of its Subsidiaries be required to payagree to take or enter into any action (or refrain from taking any action) which is not conditioned upon, prior and shall only become effective from and after, the Completion Date, or (B) subject to the Effective Timelast sentence of Section 7.2(d), Allergan or any feeof its Subsidiaries agree to any obligation, penalty restriction, requirement, limitation, qualification, condition, remedy or other consideration action relating to Clearances under any third party for any Clearance Antitrust Law or foreign investment Law required to be obtained by the Parties or their respective Subsidiaries in connection with the consummation Acquisition without the prior written consent of AbbVie, but, if requested by AbbVie in writing, Allergan shall, and shall cause its Subsidiaries to, subject to the foregoing clause (A) of this Section 7.2(c), take any such actions to obtain any of the transactions contemplated by governmental approvals described in this Agreement (including the Acquisition) under any contract or agreementSection 7.2(c).
(d) Subject to the terms and conditions hereof, including Clause 7.2(hlast sentence of this Section 7.2(d), each of AbbVie shall have the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours right to (i) obtain direct, devise and implement the strategy for obtaining any Clearances required in connection with the consummation of the transactions contemplated hereby necessary approval of, for responding to any request from, inquiry or investigation by (including directing the Acquisition) under the HSR Acttiming, the EC Merger Regulation nature and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect substance of monopolisation or restraint of trade (collectively, “Antitrust Laws”all such responses), and shall have the right to lead all meetings and communications (including any negotiations) with, any Governmental Entity that has authority to enforce any Antitrust Law and (ii) respond to any requests control the defense and settlement of any Relevant Authority for information Action brought by or documentary material under before any Governmental Entity that has authority to enforce any Antitrust Law; provided, and to contest and resist any actionhowever, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties AbbVie shall consult and cooperate with one another, Allergan and consider in good faith the views and comments of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party Allergan in connection with proceedings the foregoing. AbbVie shall be permitted to pull and refile, on one or more occasions, any filing made under the HSR Act, or relating any other Antitrust Law, or (without limiting AbbVie’s required efforts to consummate the Acquisition as promptly as reasonably practicable as otherwise set forth in this Section 7.2) enter into a timing agreement with any Governmental Entity in relation to any Antitrust Law Law, in connection with the Acquisition or any of the other transactions contemplated hereby, provided, that, without the prior written consent of Allergan, no pull and refile shall occur after October 31, 2019. Without limiting AbbVie’s rights with respect to their submissionoverall strategy and control as set forth in the remainder of this Section 7.2(d), with respect to Specified Products the Parties agree to and shall comply with the provisions set forth on Section 7.2(d) of the Allergan Disclosure Schedule.
(e) Subject to To the proviso in Clause 7.2(d)extent permitted by applicable Law, Eaton Allergan and Xxxxxx shall AbbVie shall, as promptly as reasonably practicable, (i) promptly advise each upon request from a Governmental Entity, furnish to such Governmental Entity, any information or documentation concerning themselves, their Subsidiaries, directors, officers and stockholders information or documentation concerning the Acquisition, the Scheme and the other of transactions contemplated hereby and such other matters as may be requested and (and Eaton or Xxxxxx shall so advise with respect to communications received by ii) make available their respective Representatives to, upon reasonable request, any Subsidiary of Eaton or XxxxxxGovernmental Entity, as in the case may beof each of clauses (i) and (ii), in connection with
(A) the preparation of any written Filing made by or oral communication from on their behalf to any Relevant Authority or third party whose Clearance is required or reasonably necessary Governmental Entity in connection with the consummation Acquisition, the Scheme or any of the other transactions contemplated hereby or (B) any Governmental Entity investigation, review or approval process.
(f) Subject to Section 7.2(d), applicable Laws relating to the sharing of information and the terms and conditions of the Confidentiality Agreement and all other agreements entered into by the Parties, and subject to the proviso at the end of this Agreement Section 7.2(f), each of Allergan and AbbVie shall, and each shall cause its Subsidiaries to: (including i) (A) as far in advance as reasonably practicable, notify the Acquisitionother party of, and provide the other party with an opportunity to consult with respect to, any Filing or material or substantive communication or inquiry it or any of its Subsidiaries intends to make with any Governmental Entity relating to the matters that are the subject of this Agreement, (B) prior to submitting any such Filing or making any such communication or inquiry, the submitting or making party shall provide the other party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other party and such other party’s Representatives in connection with any such Filing, communication or inquiry (except HSR filings), and (C) promptly following the submission of such Filing (except HSR filings) or making of such communication or inquiry, provide the other party with a copy of any such Filing or, if in written form, a summary of any communication or inquiry; (ii) not as promptly as reasonably practicable following receipt, furnish the other party with a copy of any Filing (except HSR filings) or, if in written form, material or substantive communication or inquiry, it or any of its Subsidiaries receives from any Governmental Entity relating to matters that are the subject of this Agreement; and (iii) coordinate and reasonably cooperate with the other party in exchanging such information and provide such other assistance as the other party may reasonably request in connection with this Section 7.2. Subject to Section 7.2(d), none of Allergan, AbbVie or their respective Representatives shall agree to participate in any material or substantive meeting or discussion conference (including by telephone) with any Relevant Authority Governmental Entity, or any member of the staff of any Governmental Entity, in respect of any filingFiling, Action (including the settlement of any investigation, ) or enquiry concerning this Agreement other inquiry regarding the Acquisition or the transactions contemplated by this Agreement Scheme unless it consults with the other Party party in advance, advance and, unless prohibited to the extent permitted by such Relevant AuthorityGovernmental Entity, gives allows the other Party the opportunity party to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Mergerparticipate.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall use all their respective reasonable endeavours best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this AgreementEnd Date). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this AgreementEnd Date, or (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreementsatisfied, the Parties shall (unless and until this Agreement is validly terminated pursuant to Clause and in accordance with Article 9) take all reasonable actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause subclause (i), (ii), (iii) or (ivii) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Samples: Transaction Agreement
Consents and Regulatory Approvals. (a) The Subject to the terms and conditions hereof, including Clause 7.2(f), the Parties each agree to use their respective reasonable best efforts to achieve satisfaction of the Acquisition at Conditions as promptly as reasonably practicable and in any event no later than the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable LawEnd Date.
(b) Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofincluding Clause 7.2(f), XxxxxxWillow, Xxxxx Sun and each Eaton Sun Merger Party shall use all its reasonable endeavours best efforts to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party Parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) Transaction as promptly as reasonably practicable;
(ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the Acquisition)Transaction, including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days fifteen (15) business days after the date hereofhereof (or later if mutually agreed in writing by the Parties), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (EC) as required by the High Court;
(iii) keep the other Parties reasonably informed of all material written or oral communications to or from third parties (including any Governmental Entity) with respect to the Clearances;
(iv) in the event that any litigation or other administrative or judicial action is commenced challenging the Transaction, and such litigation, action or proceeding seeks to prevent, impede or delay the consummation of the Sun Share Exchange or the Merger, cooperate with each other and contest and resist any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that may result from such litigation, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transaction; and
(ivv) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party (including any Governmental Entity) any Clearances (other than Clearances under any Antitrust Laws, which shall be governed by Clause 7.2(c)) required to be obtained, made or provided by Xxxxxx Willow, Sun or Eaton ListCo or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transaction; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Willow, Sun or Eaton ListCo or any of their respective Subsidiaries be required to pay, prior to the Merger Effective Time, any material fee, penalty or other consideration to any third party for any Clearance (other than Clearances under any Antitrust Laws, which shall be governed by Clause 7.2(h)) required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) Transaction under any contract or agreement.
(dc) Subject to the terms and conditions hereof, including Clause 7.2(h7.2(f), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all their respective reasonable endeavours best efforts to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) Transaction under the HSR Act, the EC Merger Regulation Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), . Each Party shall provide as promptly as reasonably practicable any additional information and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated as may be requested by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding a Governmental Entity. Notwithstanding anything to the contrary contained in this Agreement, Eaton shallthe Parties agree that Sun and Willow shall jointly develop, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties each Party shall consult and cooperate with one another, the other and consider in good faith the views of one anotherthe other in connection with, all communications and strategy (both substantive and procedural, including relating to timing and any voluntary extensions thereof) relating to the obtaining of Clearances from Governmental Entities under Antitrust Laws in connection with the Transaction (provided that neither Sun nor Xxxxxx is constrained from complying with applicable Law), including regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission. In furtherance of the foregoing, each Party shall respond in good faith to any reasonable requests for information made by the other Party in connection with such matters and shall allow the other Party and its counsel a reasonable opportunity to review in advance and comment on the drafts of all such filings, submissions and other communications and shall consider such comments in good faith. The Parties will consider in good faith one another’s views and otherwise act in accordance with the procedures set forth on Clause 7.2(c) of the Willow Disclosure Schedule. Neither Sun nor Willow shall (and each of Sun and Willow shall cause their Subsidiaries and affiliates not to) agree to stay, toll or extend any applicable waiting period under any Antitrust Law, enter into or extend a timing agreement with any Governmental Entity or withdraw or refile any filing under any Antitrust Law, without the prior written consent of the other Party.
(ed) Subject to the proviso provisos in Clause 7.2(d)7.2(c) and to the fullest extent permissible under applicable Law, Eaton Sun and Xxxxxx Willow shall (i) promptly advise each other of (and Eaton Sun or Xxxxxx Willow shall so advise with respect to material communications received by any Subsidiary of Eaton Sun or XxxxxxWillow, as the case may be) any material written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary Governmental Entity in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition)Transaction; (ii) not participate in any meeting or material discussion with any Relevant Authority Governmental Entity in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant AuthorityGovernmental Entity, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all material correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Willow or Eaton Sun or their respective Affiliates, (y) as necessary to comply with contractual arrangements, address reasonable privilege concerns (provided that the redacting Party shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such privilege concerns) and (z) to prevent the exchange of confidential information as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated required by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayedapplicable Law. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e7.2(d), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Clause 7.2(d) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(ge) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this AgreementEnd Date, then the Parties shall use all their respective reasonable endeavours efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this AgreementEnd Date). If (i) the High Court and/or the Panel require requires the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, End Date or (ii) the Scheme lapses pursuant to Rule 12(b)(iCondition set forth in Clause 8.1(a) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreementsatisfied, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 99.1) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (ivii) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(hf) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such the objections, if any, that a Relevant Authority Governmental Entity may assert under any Antitrust Law with respect to the Acquisition Sun Share Exchange or the Merger, and to avoid or eliminate each and every any impediment under any Antitrust Law that may be asserted by any Relevant Authority Governmental Entity with respect to the Acquisition Sun Share Exchange or the Merger, in each case, Merger so as to enable the Completion to occur as promptly as reasonably practicable and in any event no later than the End Date, including Sun and Xxxxxx agree to (xi) proposingpropose, negotiatingnegotiate, committing commit to and effectingeffect, by consent decree, hold separate order, decree or otherwise, the sale, divestiture divestiture, license, or disposition of any businesses, assets, equity interests, product lines or properties of Eaton Sun or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx Willow (or any of their respective Subsidiaries), (y) creatingincluding by proposing, terminatingnegotiating, committing to, and effecting, any ancillary agreements or arrangements reasonably necessary to effectuate such sale, divestiture, license, or divesting relationshipsdisposition, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (zii) otherwise taking take any action, or committing agree to take any action action, that would limit Xxxxx’x Sun’s, Xxxxxx’s, or any of their respective Subsidiaries’ (or, following consummation of the Transaction, ListCo’s) freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton Sun or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx Willow (or any of their respective Subsidiaries)) (any of the foregoing, in each case a “Remedial Action”) as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition Sun Share Exchange or the Merger or delay Completion beyond Completion, in each case to permit and cause the Condition set forth in Clause 8.1(c)(iii) to be satisfied as promptly as reasonably practicable and in any event prior to the End Date. To assist Eaton Sun in complying with its obligations set forth in this Clause 7.2, Xxxxxx Willow shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton Sun to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate divest or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control other Remedial Action with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx Willow or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”)Subsidiaries; provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Remedial Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 Agreement shall require, or be deemed to require, Eaton Sun or Xxxxxx Willow (or any of their respective Subsidiaries) ), or permit, or be deemed to take permit, Willow (or any actionof its Subsidiaries), without the prior written consent of Sun, to take, agree to take any action take, or consent to the taking of any action (including Remedial Action with respect to sellingany businesses, holding separate assets, equity interests, product lines or properties of Sun or Willow (or any of their respective Subsidiaries), or any combination thereof, that in the aggregate generated total revenues in excess of $750,000,000 in the twelve (12)-month period ending December 31, 2022 (the “Remedial Action Limit”).
(g) Neither Willow nor Sun shall, and each of Willow and Sun shall not permit any of its Subsidiaries or affiliates 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 otherwise disposing making any investment in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, or agree to any commercial or strategic relationship with any Person, in each case, if the entering into of any business a definitive agreement relating to or assets or conducting its (or its Subsidiaries) or, following the consummation of the Acquisition and the Mergersuch acquisition, Holdco’smerger, business in any specified manner) if doing so wouldconsolidation, individually investment or in the aggregate, commercial or strategic relationship would reasonably be expected to result (i) impose any material delay in a material adverse effect on the businessobtaining of, operations or financial condition materially increase the risk of Holdco not obtaining any such Clearances or (following ii) materially increase the risk of any Governmental Entity entering an order or injunction prohibiting the consummation of the Acquisition and the Merger)Transaction.
(h) In no event shall Willow or Sun be required to pay any material fee, penalty or other consideration in connection with obtaining any Clearance under any applicable Antitrust Law, other than customary filing or application fees in connection with any such Clearance.
Appears in 1 contract
Samples: Transaction Agreement (WestRock Co)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, including Clause 7.2(g), the Parties each agree to use all their respective reasonable endeavours best efforts to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereof, Xxxxxxincluding Clause 7.2(g), Xxxxx Covidien, Medtronic and each Eaton Medtronic Merger Party shall use all its reasonable endeavours best efforts to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) as promptly as practicable;
(ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereofhereof (or later if mutually agreed in writing by the Parties), (B) under the EC Merger Regulation, (C) under any other applicable Antitrust Laws or foreign investment Laws, (DC) under the Takeover Rules and the Act or (ED) as required by the High Court;
(iii) keep the other Parties reasonably informed of all written or material oral communications to or from third parties (including any Relevant Authority) with respect to the Clearances;
(iv) in the event that any litigation or other administrative or judicial action is commenced challenging any of the transactions contemplated by this Agreement, and such litigation, action or proceeding seeks to prevent, impede or delay the consummation of the Acquisition or the Merger, cooperate with each other and contest and resist any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that may result from such litigation, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; and
(ivv) as promptly as reasonably practicable, take reasonable all actions necessary, proper and advisable to obtain from, make with or provide to any third party (including any Relevant Authority) any Clearances (other than Clearances under any Antitrust Laws, which shall be governed by Clause 7.2(d)) required to be obtained, made or provided by Xxxxxx Covidien or Eaton Medtronic or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Covidien or Eaton Medtronic or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any material fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger) under any contract or agreement, other than customary filing or application fees in connection with required regulatory approvals.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h7.2(g), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all their respective reasonable endeavours best efforts to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) under the HSR Act, the EC Merger Regulation Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation monopolisation, competition, antitrust or restraint of trade (collectively, “Antitrust Laws”). Each Party shall provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification, and (ii) respond to any requests of negotiate with any Relevant Authority for information in relation to any undertakings, orders, agreements or documentary material under commitments which any Antitrust Law, and such Relevant Authority requires to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits facilitate the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”including the Acquisition and the Merger), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton . The Parties agree that Medtronic shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx Covidien is not constrained from complying with applicable Law). The , provided, further, that the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso provisos in Clause 7.2(d)) and to the fullest extent permissible under applicable Law, Eaton Medtronic and Xxxxxx Covidien shall (i) promptly advise each other of (and Eaton Medtronic or Xxxxxx Covidien shall so advise with respect to written or material oral communications received by any Subsidiary of Eaton Medtronic or XxxxxxCovidien, as the case may be) any written or material oral communication to or from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition or the Merger); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Covidien or Eaton Medtronic or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to arrangements or address reasonable privilege or confidentiality concerns (provided that the redacting Party shall use its commercially reasonable efforts to cause such information to be provided in a manner that would not result in such privilege concerns. Eaton shall not consent ) and (z) to any voluntary extension prevent the exchange of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated confidential information as required by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayedapplicable Law. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Clause 7.2(e) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall use all their respective reasonable endeavours best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after End Date). If Rule 12(b)(i) of the date Takeover Rules may reasonably be expected to cause the Scheme to lapse, the Parties shall use their respective reasonable best efforts to obtain consent of this Agreement)the Panel to avoid lapsing of the Scheme pursuant to Rule 12(b)(i) of the Takeover Rules. If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this AgreementEnd Date, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I III to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this AgreementEnd Date, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all reasonable actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause subclause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(hg) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such the objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, Merger so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposingMedtronic and Covidien agree to propose, negotiatingnegotiate, committing commit to and effectingeffect, by consent decree, hold separate order, decree or otherwise, the sale, divestiture divestiture, license, or disposition of any businesses, assets, equity interests, product lines or properties of Eaton Medtronic or Xxxxxx Covidien (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton Medtronic or Xxxxxx Covidien (or any of their respective Subsidiaries), (y) creatingincluding by proposing, terminatingnegotiating, committing to, and effecting, any ancillary agreements or arrangements reasonably necessary to effectuate such sale, divestiture, license, or divesting relationshipsdisposition (including, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect but not limited to, or its ability to retain or holdany temporary, directly or indirectlypre-divestiture hold separate order) (each, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiariesa “Divestiture Action”) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton Medtronic in complying with its obligations set forth in this Clause 7.2, Xxxxxx Covidien shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton Medtronic to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, divest any of the businesses, assets, equity interests, product lines or properties of Xxxxxx Covidien or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx Covidien or any of its Subsidiaries (each, a “Divestiture Action”)Subsidiaries; provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton Medtronic or Xxxxxx Covidien (or any of their respective Subsidiaries), or permit, or be deemed to permit, Covidien (or any of its Subsidiaries), without the prior written consent of Medtronic, to (i) to take any action, agree to take any action action, or consent to the taking of any action (including with respect to selling, holding separate separate, or otherwise disposing of of, any business or assets or conducting its (or its Subsidiaries) ’ or, following consummation of the Acquisition and the Merger, Holdco’s, business business, in any specified manner) ), if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco and its Subsidiaries (including Medtronic, Covidien and their respective Subsidiaries), taken as a whole (following consummation of the Acquisition and the Merger)) or (ii) take any action, agree to take any action, or consent to the taking of any action, other than a Divestiture Action, where such action would limit Medtronic’s or Covidien’s freedom of action or the conduct of any business, asset, product line or property of Medtronic or Covidien (or one or more of their respective Subsidiaries) or any joint venture in which Medtronic or Covidien (or one or more of their respective Subsidiaries) holds an equity interest.
(h) In no event shall Covidien or Medtronic be required to pay any material fee, penalty or other consideration in connection with obtaining any Clearance under any applicable Antitrust Law, other than customary filing or application fees in connection with any such Clearance.
Appears in 1 contract
Samples: Transaction Agreement (Covidien PLC)
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereofof this Agreement, each of Parent, Merger Sub and the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereofCompany shall, Xxxxxx, Xxxxx and each Eaton Merger Party shall cause its Subsidiaries to, use all their respective reasonable endeavours to:
best efforts (iunless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law, to achieve satisfaction of the conditions to the Merger set forth in Article VIII and to consummate the Merger and make effective the transactions contemplated hereby (including the Acquisition) as promptly as practicable;
(ii) other Transactions as promptly as reasonably practicablepracticable and, obtain fromin any event, make with or provide to any Relevant Authority any Clearances required to be obtainedno later than the End Date, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby including (including the Acquisition);
(iiii) preparing and filing as promptly as reasonably practicable, make practicable with any Governmental Authority or other Third Party all filings, documentation to effect all Filings (and thereafter make any other required or appropriate submissions, that ) as are required or reasonably necessary to consummate the transactions contemplated by this Agreement (Merger and the other Transactions, including the AcquisitionCompany and Parent each using reasonable best efforts to make no later than September 23, 2024 (and, in any event, making no later than ten (10) Business Days after the Execution Date), including an appropriate Filing of a notification and report form pursuant to the HSR Act with the FTC and the Antitrust Division of the DOJ with respect to the Merger and requesting (Aif available) early termination of the waiting period under the HSR Act; provided that if there are any material changes in the applicable regulations under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after between the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules hereof and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions date of filing pursuant to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) under any contract or agreement.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Company and Parent shall file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as reasonably practicable after the Execution Date, (ii) using reasonable best efforts to obtain, and thereafter maintain, all Clearances required to be obtained from any Governmental Authority or other Third Party that are necessary to consummate the Merger Regulation and the other Transactions, and complying with the terms and conditions of each such Clearance (including by using reasonable best efforts to supply any additional information that may be required or reasonably requested pursuant to the HSR Act or other federal, state applicable Antitrust Laws or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust non-U.S. investment Laws”), and (iiz) respond using reasonable best efforts to any requests of any Relevant Authority for information or documentary material cooperate, to the extent reasonable, with the other Parties in their efforts to comply with their obligations under any Antitrust Law, and to contest and resist any actionthis Agreement, including in seeking to obtain any legislativerequired Clearances. Each of Parent and the Company shall contest, administrative defend and appeal any Action, whether judicial or judicial actionadministrative, and to have vacated, lifted, reversed challenging this Agreement or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any of the other transactions contemplated Transactions.
(b) Parent and the Company shall jointly (i) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by this Agreement under (including with respect to the timing, nature and substance of all such responses), and shall jointly participate in all meetings and communications (including any negotiations) with, any Governmental Authority that has authority to enforce any Antitrust Law or foreign investment Law and (an “ii) control the defense and settlement of any Action brought by or before any Governmental Authority that has authority to enforce any Antitrust Order”)Law or foreign investment Law, provided that, notwithstanding anything to in the contrary contained in this Agreementcase of clauses (i) and (ii), Eaton Parent shall, on behalf of the Partiesat all pertinent times, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall reasonably consult and cooperate with one anotherwith, and consider in good faith the views of one anotherof, regarding the form Company and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party its counsel in connection therewith. Neither Parent nor the Company shall commit to or agree with proceedings any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or relating to any other Antitrust Law prior to their submission.
(e) Subject Laws or enter into a timing agreement with a Governmental Authority, or withdraw its initial filing pursuant to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each HSR Act or any other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or XxxxxxAntitrust Law, as the case may be) any , without the prior written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation consent of the transactions contemplated by this Agreement (including the Acquisition); (ii) other party, not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(fc) Each Party will provide To the extent permitted by applicable Law, each of Parent, Merger Sub and the Company shall, as promptly as practicable practicable, (i) upon request from a Governmental Authority, furnish to such Governmental Authority any information or documentation concerning themselves, their Affiliates, directors, officers and documentary material shareholders, information or documentation concerning the Merger or any of the other Transactions and information or documentation on such other matters as may be requested and (ii) make available their respective directors, officers, employees, agents, investment bankers, financial advisors, legal advisors, accountants, brokers, finders, consultants or other representatives (“Representatives”) to, upon reasonable request, any Governmental Authority, in the case of each of clause (i) and (ii), in connection with (A) the preparation of any Filing made by a Relevant Authority following or on their behalf to any such filing or notification and shall negotiate with any Relevant Governmental Authority in relation to connection with the Merger or any undertakingsof the other Transactions or (B) any Governmental Authority investigation, orders, agreements review or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Mergerapproval process.
(gd) In the event that the latest date on which the High Court and/or the Panel would permit Completion Subject to occur is prior Section 7.2(b), applicable Laws relating to the date that is one year after sharing of information and the date terms and conditions of the Confidentiality Agreement, and subject to the proviso at the end of this AgreementSection 7.2(d), each of Parent and the Parties Company shall, and each shall use all reasonable endeavours cause its Affiliates to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) (A) as far in advance as practicable, notify the High Court and/or other Party of, and provide the Panel require the lapsing other Party with an opportunity to consult with respect to, any Filing or material or substantive communication or inquiry it or any of the Scheme prior its Affiliates intends to make with any Governmental Authority relating to the date matters that is one year after are the date subject of this Agreement, (B) prior to submitting any such Filing or making any such communication or inquiry, the submitting or making Party shall provide the other Party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other Party and such other Party’s Representatives in connection with any such Filing, communication or inquiry, and (C) promptly following the submission of such Filing or making of such communication or inquiry, provide the other Party with a copy of any such Filing or, if in written form, a summary of any communication or inquiry, (ii) as promptly as practicable following receipt, furnish the Scheme lapses pursuant other Party with a copy of any Filing or, if in written form, material or substantive communication or inquiry, it or any of its Affiliates receives from any Governmental Authority relating to Rule 12(b)(i) matters that are the subject of this Agreement or if the Takeover Rulescommunication or inquiry is not in written form provide a summary, and (iii) Condition 1 fails coordinate and reasonably cooperate with the other Party in exchanging such information and provide such other assistance as the other Party may reasonably request in connection with this Section 7.2; provided that Parent and the Company may limit provision of such information to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I outside counsel to the Rule 2.5 Announcement as a result other Party and may redact information that is competitively sensitive, covered by the attorney-client privilege or relates to the valuation of the Scheme failing Merger. Subject to have become effective on or prior to the date that is one year after the date Section 7.2(b), none of this Agreement, the Parties or their respective Affiliates or their respective Representatives shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, participate in any material or cause to be taken substantive meeting or conference (including by its Subsidiaries), telephone) with any and all steps and to makeGovernmental Authority, or cause to be made any member of the staff of any Governmental Authority, in respect of any Filing, Action (including the settlement of any investigation) or other inquiry regarding the Merger unless it consults with the Company and Parent in advance and, to the extent permitted by such Governmental Authority, allows (x) in the case of a meeting or conference involving the Company or their respective Representatives, Parent to participate and (y) in the case of a meeting or conference involving Parent or its Subsidiaries)Representatives, the Company. Notwithstanding the foregoing, nothing in this Section 7.2 shall require Parent or any and all undertakings necessary of its Affiliates to resolve such objectionsshare with Rome, if any, the Company or any of their Affiliates or their respective representatives any information that a Relevant Authority may assert under any Antitrust Law reveals Pxxxxx’s or its Affiliates’ valuation or negotiating strategy with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted transactions contemplated by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including this Agreement.
(xe) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx Parent shall not (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries Affiliates not to) acquire or agree to acquire (by merging or consolidating with, enter into one or more agreements requested by Eaton to be entered into purchasing a substantial portion of the assets of or equity in, or by any of them prior to other manner), any Person or portion thereof, if the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect entering into an agreement relating to, or their ability the consummation of, such acquisition, merger or consolidation would reasonably be expected to retain prevent or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that materially delay the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, the Parties each agree to shall use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as is reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereof, XxxxxxTarget and Zoetis shall, Xxxxx and each Eaton Merger Party Zoetis shall cause Zoetis Bidco to, use all reasonable endeavours to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the Acquisition) Transactions as promptly as is practicable;
(ii) as promptly as is reasonably practicable, obtain from, make with or provide to any Relevant Authority Governmental Body any Clearances required to be obtained, made or provided by Xxxxxx Target or Eaton Zoetis or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions;
(iii) to the extent that any Clearance required to be made under an applicable Law or by a Governmental Body is not required until after the consummation of the Transaction, Target shall, in advance of such consummation, provide Zoetis with all information and assistance as may reasonably be requested by Zoetis to enable Zoetis to obtain any such Clearance;
(iv) as promptly as is reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the Acquisition)Transactions, including including:
(A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, ;
(DB) under the Takeover Rules and the Act;
(C) under the Exchange Act or the Securities Act; or
(ED) as required by the High Court; and
(ivv) as promptly as is reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx Target or Eaton Zoetis or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Target or Eaton Zoetis or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party (other than a Governmental Body) for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) Transactions under any contract or agreementContract.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, the Parties each agree to shall use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as is reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) The Parties shall use reasonable endeavours to submit fully completed change of control applications to the UK Financial Conduct Authority and the Jersey Financial Services Commission, as are required in order to achieve satisfaction of the Conditions set out in Conditions 3.2 and 3.3 of Appendix C of the Rule 2.5 Announcement, no later than 10 Business Days from the date of release of the Rule 2.5 Announcement;
(d) Subject to the terms and conditions hereof, Xxxxxx, Xxxxx IFG and each Eaton Merger Party Bidco shall use all reasonable endeavours to:
(i) take, or cause to be taken, all such actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all such things as are necessary, proper or advisable to consummate and make effective satisfy each Condition in accordance with the transactions contemplated hereby (including the Acquisition) as promptly as practicablerelevant Condition;
(ii) as promptly as is reasonably practicable, obtain from, make with or provide to from any Relevant Authority Governmental Body any Clearances required to be obtained, made or provided obtained by Xxxxxx or Eaton IFG or any of their respective its Subsidiaries or by Bidco, Epiris or any member of the Epiris Group in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions;
(iii) to the extent that any Clearance required from a Governmental Body is not required until after the consummation of the Transaction, IFG shall, in advance of such consummation, provide Bidco with such information and assistance as may reasonably be requested by Bidco to enable Bidco to obtain any such Clearance;
(iv) as promptly as is reasonably practicable, make all such filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate satisfy the transactions contemplated by this Agreement (including the Acquisition)Conditions, including including:
(A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or Act; or
(EB) as required by the High Court; and
(ivv) as promptly as is reasonably practicable, take reasonable actions to obtain from, make with or provide to from any third party (other than any Governmental Body) any Clearances required to be obtained, made or provided obtained by Xxxxxx or Eaton IFG or any of their respective its Subsidiaries or by Bidco, Epiris or any member of the Epiris Group in connection with the consummation of the transactions contemplated hereby (including the Acquisition)Transactions; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx or Eaton IFG or any of their respective Subsidiaries its Subsidiaries, Bidco, Epiris or any member of the Epiris Group be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any third party (other than a Governmental Body) for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition) Transactions under any contract or agreementContract.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the Acquisition) under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso in Clause 7.2(d), Eaton and Xxxxxx shall (i) promptly advise each other of (and Eaton or Xxxxxx shall so advise with respect to communications received by any Subsidiary of Eaton or Xxxxxx, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx or Eaton or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).
Appears in 1 contract
Samples: Transaction Agreement
Consents and Regulatory Approvals. (a) The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, including Clause 7.2(g), the Parties each agree to use all their respective reasonable endeavours best efforts to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereof, Xxxxxxincluding Clause 7.2(g), Xxxxx Covidien, Medtronic and each Eaton Medtronic Merger Party shall use all its reasonable endeavours best efforts to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) as promptly as practicable;
(ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtained, made or provided by Xxxxxx or Eaton or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the Acquisition);
(iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereofhereof (or later if mutually agreed in writing by the Parties), (B) under the EC Merger Regulation, (C) under any other applicable Antitrust Laws or foreign investment Laws, (DC) under the Takeover Rules and the Act or (ED) as required by the High Court;
(iii) keep the other Parties reasonably informed of all written or material oral communications to or from third parties (including any Relevant Authority) with respect to the Clearances;
(iv) in the event that any litigation or other administrative or judicial action is commenced challenging any of the transactions contemplated by this Agreement, and such litigation, action or proceeding seeks to prevent, impede or delay the consummation of the Acquisition or the Merger, cooperate with each other and contest and resist any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that may result from such litigation, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; and
(ivv) as promptly as reasonably practicable, take reasonable all actions necessary, proper and advisable to obtain from, make with or provide to any third party (including any Relevant Authority) any Clearances (other than Clearances under any Antitrust Laws, which shall be governed by Clause 7.2(d)) required to be obtained, made or provided by Xxxxxx Covidien or Eaton Medtronic or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Covidien or Eaton Medtronic or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any material fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition and the Merger) under any contract or agreement, other than customary filing or application fees in connection with required regulatory approvals.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h7.2(g), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all their respective reasonable endeavours best efforts to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the AcquisitionAcquisition and the Merger) under the HSR Act, the EC Merger Regulation Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation monopolisation, competition, antitrust or restraint of trade (collectively, “Antitrust Laws”). Each Party shall provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification, and (ii) respond to any requests of negotiate with any Relevant Authority for information in relation to any undertakings, orders, agreements or documentary material under commitments which any Antitrust Law, and such Relevant Authority requires to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits facilitate the consummation of the Acquisition or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”including the Acquisition and the Merger), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton . The Parties agree that Medtronic shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx Covidien is not constrained from complying with applicable Law). The , provided, further, that the Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso provisos in Clause 7.2(d)) and to the fullest extent permissible under applicable Law, Eaton Medtronic and Xxxxxx Covidien shall (i) promptly advise each other of (and Eaton Medtronic or Xxxxxx Covidien shall so advise with respect to written or material oral communications received by any Subsidiary of Eaton Medtronic or XxxxxxCovidien, as the case may be) any written or material oral communication to or from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionAcquisition or the Merger); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Covidien or Eaton Medtronic or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to arrangements or address reasonable privilege or confidentiality concerns. Eaton concerns (provided that the redacting Party shall not consent use its commercially reasonable efforts to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required cause such information to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result provided in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Xxxxxx agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action manner that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist Eaton in complying with its obligations set forth in this Clause 7.2, Xxxxxx shall, and shall cause its Subsidiaries to, enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of Xxxxxx or any of its Subsidiaries or any equity interest in any joint venture held by Xxxxxx or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Xxxxxx (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations or financial condition of Holdco (following consummation of the Acquisition and the Merger).not result
Appears in 1 contract
Samples: Transaction Agreement
Consents and Regulatory Approvals. (a) The terms of the Acquisition Combination at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the extent required by applicable Law.
(b) Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date.
(c) Subject to the terms and conditions hereof, XxxxxxFyffes, Xxxxx Chiquita and each Eaton Chiquita Merger Party shall use all reasonable endeavours to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby (including the AcquisitionCombination and the Merger) as promptly as practicable;
(ii) as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any Clearances required to be obtainedobtained as described in Condition 3 of Appendix A, made or provided by Xxxxxx Fyffes or Eaton Chiquita or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionCombination and the Merger);
(iii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to consummate the transactions contemplated by this Agreement (including the AcquisitionCombination and the Merger), including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation, (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the Act or (E) as required by the High Court; and
(iv) as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to any third party any Clearances required to be obtained, made or provided by Xxxxxx Fyffes or Eaton Chiquita or any of their respective Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the AcquisitionCombination and the Merger); provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Xxxxxx Fyffes or Eaton Chiquita or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration (other than fees payable to competition authorities or other Relevant Authority or the payment of the costs and expenses of professional advisers) to any third party for any Clearance required in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionCombination and the Merger) under any contract or agreement.
(d) Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances required in connection with the consummation of the transactions contemplated hereby (including the AcquisitionCombination and the Merger) under the HSR Act, the EC Merger Regulation and any other applicable merger control legislation or federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “Antitrust Laws”), and (ii) respond to any reasonable requests of any Relevant Authority for information or documentary material under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decision, decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition Combination or the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton Chiquita shall, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Xxxxxx Fyffes is not constrained from complying with applicable Law), other than for filings in the EMEA region, including the EEA, with respect to which Fyffes shall, unless otherwise agreed, on behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that Chiquita is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their submission.
(e) Subject to the proviso in Clause 7.2(d), Eaton Chiquita and Xxxxxx Fyffes shall (i) promptly advise each other of (and Eaton Chiquita or Xxxxxx Fyffes shall so advise with respect to communications received by any Subsidiary of Eaton Chiquita or XxxxxxFyffes, as the case may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement (including the AcquisitionCombination and the Merger); (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend; and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the businesses of Xxxxxx Fyffes or Eaton Chiquita or their respective Affiliates, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without considering in good faith the views of Xxxxxx and Xxxxxx Chiquita shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of EatonFyffes, which consent shall not be unreasonably withheld, conditioned or delayed and Fyffes shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without the consent of Chiquita, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law.
(f) Each Party will provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to facilitate the Acquisition Combination and the Merger.
(g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the date that is one year after the date of this Agreement). If (i) the High Court Court, the Takeover Rules and/or the Panel require the lapsing of the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iviii) the Scheme lapses pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement).
(h) In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton Chiquita and Xxxxxx Fyffes agree to take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant Authority may assert under any Antitrust Law with respect to the Acquisition Combination or the Merger, and to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with respect to the Acquisition Combination or the Merger, in each case, so as to enable the Completion to occur as promptly as practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Xxxxxx or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Xxxxx’x freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Eaton or Xxxxxx (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Eaton or Xxxxxx (or any of their respective Subsidiaries), in each case as may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition Combination or the Merger under any Antitrust Law, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Acquisition Combination or the Merger or delay Completion beyond the End Date. To assist Eaton the Parties in complying with its their respective obligations set forth in this Clause 7.2, Xxxxxx each of Chiquita and Fyffes shall, and shall cause its Subsidiaries to, enter into one or more agreements requested required by Eaton the Relevant Authority to be entered into by any of them prior to the Completion with respect to any transaction to divest, hold separate or otherwise take any action that limits Xxxxxx’x or Chiquita’s, Fyffes’, its Subsidiaries’ ’, or, following consummation of the Combination and the Merger, IrHoldco’s, conduct of business or freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines interests or properties of Xxxxxx Chiquita, Fyffes or any of its Subsidiaries or any equity or other interest in any joint venture held by Xxxxxx Chiquita, Fyffes or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton Chiquita or Xxxxxx Fyffes (or any of their respective Subsidiaries) to (and Chiquita and Fyffes shall not, and shall cause their respective Subsidiaries not to, without the prior written consent of the other Party) take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries) or, following consummation of the Acquisition Combination and the Merger, HoldcoIrHoldco’s, business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business(i) IrHoldco and its Subsidiaries, operations or financial condition of Holdco taken as a whole (following consummation of the Acquisition Combination and the Merger) or (ii) the benefits anticipated to be realized from the transactions contemplated hereby (a “Burdensome Condition”).
Appears in 1 contract
Samples: Transaction Agreement (Chiquita Brands International Inc)
