Common use of Consents; Filings; Further Action Clause in Contracts

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties to this Agreement shall use commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate by each of the parties, with respect to this Agreement and the Merger and the other transactions contemplated by this Agreement required under (A) the Securities Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the HSR Act, (C) the DGCL and the German Stock Corporation Law (Aktiengesetz), (D) any other applicable Law and (E) the rules and regulations of the Nasdaq National Market. The parties to this Agreement shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling party and its advisors prior to filing, and none of the parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Without limiting the generality of Section 5.12(a), each party to this Agreement shall promptly inform the others of any material communication from the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority regarding any of the transactions contemplated by this Agreement. If any party or any affiliate thereof receives a request for additional information or documentary material from any such government or authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The Parent will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parent shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoing, nothing in this Section 5.12 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, to proffer to, or agree to (A) sell or hold separate and agree to sell, divest or to discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of the Parent, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) or (B) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on the Company.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this AgreementAgreement and in accordance with applicable Law, each of the parties to this Agreement shall use its commercially reasonable efforts to promptly (i) takeobtain any consents, approvals, registrations, waivers, permits, orders, clearances or cause to be taken, all appropriate actionother authorizations from, and domake any filings and notifications with, any Governmental Authority or cause to be done, all things third party necessary, proper or advisable under any antitrust Law or any other applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this AgreementTransactions, (ii) obtain from Governmental Entities make any consentsother submissions necessary, licenses, permits, waivers, approvals, authorizations proper or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate by each of the parties, with respect to this Agreement and the Merger and the other transactions contemplated by this Agreement required Transactions under (A) the Securities Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the HSR Act, (C) the DGCL DGCL, the DLLCA, and the German Stock Corporation Law (Aktiengesetz)NYSE or Nasdaq rules and regulations, (D) as applicable, and any other applicable Law and (Eiii) take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.7 to cause the rules and regulations expiration of the Nasdaq National Marketapplicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such Laws (collectively, “Regulatory Approvals”). The parties to this Agreement Parent and the Company shall cooperate and consult with each other in connection with the making of all such filingsfilings and notifications. Without limiting the foregoing, including by providing copies of all such documents Parent and the Company shall reasonably cooperate to the nonfiling party and its advisors prior to filing, and none file a notification with Italy’s Presidency of the parties will file any such document if any Council of Ministers (the “Presidency”) pursuant to Article 2 of Italy’s Law Decree No. 21/2012, converted with amendments by Law No. 56/2012. In furtherance of the other parties foregoing, Parent shall have reasonably objected pay or shall cause to be paid all filing fees payable for filings required with the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of Presidency in connection with the Merger and the other transactions contemplated Transactions which fees shall be paid by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreement, which consent shall not be unreasonably withheld Parent or delayedMerger Sub when due. (b) Without limiting Each of Parent and the generality of Section 5.12(a), each party to this Agreement Company shall promptly inform the others other party upon receipt of any material communication from any Governmental Authority regarding the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority regarding any of the transactions contemplated by this AgreementMerger Transactions. If any party Parent or any affiliate thereof the Company receives a request for additional information or documentary material from any such government or authority with respect Governmental Authority that is related to the transactions contemplated by this AgreementMerger Transactions, then such party will shall endeavor in good faith to make, or cause to be made, as soon as reasonably to the extent practicable and after consultation with the other party, an appropriate response to such request as promptly as reasonably practicable. Subject to Section ‎5.7(c), each of Parent and the Company shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable (including making any filings or notices required or requested by any Governmental Authority) under applicable Laws to consummate and make effective the Merger Transactions as expeditiously as practicable. No party shall participate in compliance any meeting or engage in any material substantive conversation with any Governmental Authority related to the Merger Transactions without giving the other party prior notice of the meeting or conversation and, subject to applicable privilege and consistent with any direction or instruction from such requestGovernmental Authority, the opportunity to attend and participate. The Parent will shall advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental Authority in connection with the transactions contemplated by Merger Transactions. (c) Notwithstanding anything to the contrary in this Agreement. In furtherance and not , nothing contained in limitation this Section ‎5.7 or elsewhere in this Agreement shall be deemed to require Parent to take any of the foregoing, the Parent shall use commercially reasonable efforts to following actions: (i) resolve such objections, if any, as or defend against any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any antitrustMerger Transactions; (ii) sell, competition or trade regulatory lawslicense, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Notwithstanding the foregoingdivest, nothing in this Section 5.12 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, to proffer to, or agree to (A) sell dispose or hold separate and agree to sellany assets, divest entities or to discontinue businesses of Parent, the Company or limittheir respective Subsidiaries (including, before or after the Effective Time, of the Surviving Company or any of its Subsidiaries); (iii) terminate, amend or assign existing relationships or contractual rights or obligations; or (iv) otherwise take actions that would limit its freedom of action with respect to, or its ability to retain, one or more of its respective businesses, assets, businessescustomers, product lines, or interest in any assets rights or businesses interests therein of the Parent, the Company or any of their respective affiliates Subsidiaries (including the Surviving Company or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets Subsidiaries). (d) Parent shall not require the Company or businesses) or (B) agree its Subsidiaries to, and the Company and its Subsidiaries shall not be required to, take any action with respect to any conditions relating to, Order or changes any applicable Law which would bind the Company or restriction in, its Subsidiaries prior to the operations of any such asset Effective Time or businesses which, in either case, could reasonably be expected to result in a Material Adverse Effect on the Parent or a Material Adverse Effect on event the CompanyMerger does not occur.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this AgreementAgreement and in accordance with applicable Laws, each of the parties to this Agreement shall use commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, as promptly as practicable (and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement, within twenty (ii20) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation days of the Merger and date hereof in the other transactions contemplated by this Agreement, (iiicase of the notification required under the HSR Act) make all any necessary filings, applications and notifications, and thereafter make any other submissions either required or deemed appropriate by each of the parties, with respect parties to this Agreement and Agreement, in connection with the Merger and the other transactions contemplated by this Agreement required under (A) the Securities Act, the Exchange Act and any other applicable federal state securities or Blue Sky “blue sky” Laws, (B) the HSR ActXXX Xxx, (CX) the DGCL and the German Stock Corporation Law (Aktiengesetz)xxx XXXX xxx xxx Xxxxxxxxx Xxxx, (DX) any other applicable Law Laws and (E) the rules and regulations of The NASDAQ Stock Market, the Nasdaq National London Stock Exchange and the Financial Services Authority, and (ii) as promptly as practicable, execute and deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to applicable Laws or the requirements of The NASDAQ Stock Market. The parties to this Agreement , the London Stock Exchange or the Financial Services Authority, Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings, applications, notifications and other submissions, including by providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and furnishing each other (on an outside counsel basis if appropriate) all information required for any such filing, and none application, notification, or other submission. Subject to applicable Laws or the requirements of The NASDAQ Stock Market, the parties will London Stock Exchange or the Financial Services Authority, neither Parent nor the Company shall file any such document if any of the other parties shall have party has reasonably objected to the filing of such document. No party to this Agreement Neither Parent nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreementparty, which consent shall not be unreasonably withheld or delayed. (b) Without limiting Each of Parent and the generality of Section 5.12(a), each party to this Agreement Company shall promptly inform the others other party upon receipt of any material communication from the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party Parent or the Company (or any affiliate thereof of their respective Affiliates) receives a request for additional information or documentary material from any such government or authority with respect Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to shall make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate a response in full compliance with such request. The Parent will advise parties shall also consult and cooperate with one another, and consider in good faith the Company promptly views of one another, in respect connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority party hereto in connection with the transactions contemplated by this Agreementproceedings under or relating to any Competition Law. In furtherance and not in limitation of Without limiting the foregoing, the Parent shall use commercially parties hereto agree to (A) give each other reasonable efforts advance notice of all meetings with any Governmental Entity relating to resolve any Competition Law, (B) give each other an opportunity to participate in such objectionsmeeting, (C) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Competition Law, (D) if anyany Governmental Entity initiates a substantive oral communication regarding any competition Law, as promptly notify the other party of the substance of such communication, (E) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding the notification required under the HSR Act and (F) provide each other with copies of all written communications to or from any Governmental Entity relating to any Competition Law. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, but subject to Section 5.13(c), and unless the boards of directors of the Company and Parent mutually agree otherwise, each of the parties shall, and shall cause each of its Subsidiaries to, take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Competition Law and to enable all waiting periods under any Competition Law to expire, and to avoid or eliminate each and every impediment under any Law asserted by any Governmental Entity, in each case, to cause the Merger and the other transactions contemplated hereby to occur as promptly as possible, including but not limited to (i) promptly complying with respect or modifying any requests for additional information (including any second request) by any Governmental Entity, (ii) if necessary to obtain clearance by any Governmental Entity as promptly as possible, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products or business of Parent and its Subsidiaries and the Company and its Subsidiaries or committing to any restrictions on its business and (iii) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the transactions contemplated by this Agreement under hereby and taking any antitrustand all other actions to prevent the entry, competition enactment or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. promulgation thereof. (c) Notwithstanding the foregoing, nothing in this Section 5.12 shall 5.13 will require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, Company to proffer to, or agree to (Ai) sell or hold separate and agree to sell, divest or to hold separate, divest, discontinue or limit, before or after the Effective Time, any assets, businesses, businesses or interest in any assets or businesses of the Parent, the Company or any of their respective affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businesses) Affiliates or (Bii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset assets or businesses which, in the case of either caseclause (i) or (ii), could would reasonably be expected to result in a Material Adverse Effect material adverse effect on the business of Parent or a Material Adverse Effect on and the Company, taken together, as expected to be conducted after the Effective Time.

Consents; Filings; Further Action. (a) Upon the terms and subject to the conditions of this AgreementAgreement and in accordance with applicable Laws, each of the parties to this Agreement shall use commercially its reasonable commercial efforts to (i) takeobtain any consents, approvals or cause other authorizations required to be taken, all appropriate action, and do, obtained by Parent or cause to be done, all things necessary, proper the Company or advisable under applicable Law or otherwise to consummate and make effective any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by make the Parent or the Company or any of their subsidiaries in connection with the authorization, execution necessary filings and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) make all necessary filingsnotifications, and thereafter make any other submissions either required or deemed appropriate by each of the both parties, acting reasonably, with respect to this Agreement and the Merger and the other transactions contemplated by this Agreement required under (A) the Securities Act, the Exchange Act and any other applicable federal state securities or Blue Sky “blue sky” Laws, (B) the HSR Act, (C) the DGCL and the German Stock Corporation Law (Aktiengesetz)DGCL, (D) any Canadian or other applicable Law Laws and (E) the rules and regulations of the Nasdaq National Toronto Stock Exchange and the NASDAQ Small-Cap Market. The parties to this Agreement Parent, on the one hand, and the Company, on the other hand, shall cooperate and consult with each other in connection with the making of all such filingsfilings and notifications, including by providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing, and none of the parties neither party will file any such document if any of the other parties party shall have reasonably objected to the filing of such document. No party to this Agreement Parent, on the one hand, and the Company, on the other hand, shall not consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger and the other transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent and agreement of the other parties to this Agreementparty, which consent shall not be unreasonably withheld or delayed. (b) Without limiting If Parent, on the generality of Section 5.12(a)one hand, each party to this Agreement shall promptly inform or the others of any material communication from Company, on the Federal Trade Commissionother hand, the Department of Justice or any other domestic or foreign government or governmental or multinational authority regarding any of the transactions contemplated by this Agreement. If any party or any affiliate thereof their respective Affiliates receives a request for additional information or documentary material from any such government or authority Governmental Entity with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The Parent will advise the Company promptly in respect of any understandings, undertakings or agreements (oral or written) which the Parent proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other domestic or foreign government or governmental or multinational authority Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Parent shall use commercially its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority or any multinational authority. Governmental Entity. (c) Notwithstanding the foregoing, nothing in this Section 5.12 6.10 shall require, or be construed to require, the Parent or the Company, in connection with the receipt of any regulatory approval, to proffer to, propose or agree to (Ai) sell or hold separate and agree to sell, divest or to discontinue or limit, before or after the Effective TimeClosing, any assetsasset, businesses, business or interest in any assets asset or businesses business of the Parent, the Company or any of their respective affiliates Affiliates (or to the consent to any sale, or agreement to sell, or discontinuance or limitation by the Parent or the Company, as the case may be, of any of its assets or businessessuch act) or (Bii) agree to any conditions condition relating to, or changes change in or restriction inon, the operations of any such asset or businesses whichbusiness if such condition, in either case, change or restriction could reasonably be expected to result in a Material Adverse Effect on adversely impact the Parent economic or a Material Adverse Effect on business benefits to such party of the Companytransactions contemplated by this Agreement.