Consents; Filings. (a) The Company shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis. (b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this Agreement, each party to this Agreement shall use commercially reasonable efforts to (i) make all filings and give all notices that are or may be required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are or may be required to be obtained (pursuant to any applicable Law, Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement; provided, that the Company shall only be required to use commercially reasonable efforts to obtain those Approvals which are or may be required to be obtained pursuant to any Contract to the extent requested to do so by Parent prior to Closing. Each party shall, upon request of another party and to the extent permitted by applicable Law or applicable Contract, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Approval obtained by it. (c) In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of Parent and the Company shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (2) Business Days after the date of this Agreement and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel with any information that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications with any Governmental Authority with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by applicable Law or Governmental Authority that each of the parties is given the opportunity to attend any meetings with or appearances before any Governmental Authority with respect to the transactions contemplated by this Agreement and (F) use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Without limiting the foregoing, Parent shall (1) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses of the Company or any of its Subsidiaries; or (2) propose or accept the impositions of any business, commercial, regulatory or legal conditions that would be binding on the Company or any of its Subsidiaries, in each case in order to avoid the entry of or to effect the dissolution of any injunction or other Order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result in the disposition of, or suffering of any impairment or limitation with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), and (z) nothing in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (x) and (y), the Company and its Subsidiaries. Any materials required to be provided by a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply with contractual arrangements or Law and to address reasonable attorney-client or other privilege or confidentiality concerns. Parent shall be responsible for all payments of the filing fees payable under the HSR Act.
Appears in 2 contracts
Consents; Filings. (a) The Each of the Buyer, the Seller and the Company shall use their reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
(b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this Agreement, each party to this Agreement shall use commercially reasonable efforts to (i) make all filings and give all notices that are or may be required (A) prior to be made and given by such party in connection with the termination of the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and Agreement, jointly file within five (ii) obtain all Approvals which are or may be required to be obtained (pursuant to any applicable Law, Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement; provided, that the Company shall only be required to use commercially reasonable efforts to obtain those Approvals which are or may be required to be obtained pursuant to any Contract to the extent requested to do so by Parent prior to Closing. Each party shall, upon request of another party and to the extent permitted by applicable Law or applicable Contract, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Approval obtained by it.
(c) In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of Parent and the Company shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (25) Business Days after the date of this Agreement and consummation of the Merger (iior, in the sole discretion of the Buyer, up to two (2) each months after the consummation of Parent and the Company shall (AMerger) supply the other or its outside counsel with any information that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply after the termination of the Merger Agreement and entry into an Alternative Acquisition Agreement (as defined in the Merger Agreement), as soon as reasonably practicable and, in any additional information that may be required or requested by event, within ten (10) Business days following the United States Federal Trade Commissionentry into an Alternative Acquisition Agreement, jointly file, the United States Department of Justice FCC Applications and any other applicable Governmental Authorityapplication, (C) use their respective reasonable best efforts notification or the like, required to cause be filed prior to the expiration of the applicable waiting periods Closing under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental AuthorityCommunications Laws, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications shall comply with any request from the FCC or other Governmental Authority with respect to the transactions contemplated by this Agreement for additional information, documents, filings, or other materials and ensuring to the extent permitted by applicable Law or Governmental Authority that each of the parties is given the opportunity to attend any meetings with or appearances before any Governmental Authority with respect to the transactions contemplated by this Agreement and (F) use its commercially reasonable best efforts to take, or cause to be taken, all actions other actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper proper, or advisable under applicable Law to consummate and make effective the transactions contemplated herebycompleted hereby and (ii) promptly as reasonably practicable after the date hereof, make, and use commercially reasonable efforts to cause its direct or indirect equityholders to make (to the extent required by applicable Law), all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other applicable Law. Without limiting The Company, the foregoingSeller and the Buyer shall furnish to each other and, prior to the termination of the Merger Agreement, Parent, all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Contemplated Transaction.
(b) The Buyer, the Seller and the Company each shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such party. The Buyer, the Seller and the Company acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any application for renewal of any FCC License with respect to any Company Station and thereby to facilitate grant of the FCC Consent, each of the Buyer, the Seller and the Company, and their respective Subsidiaries, shall be permitted to enter into tolling or other customary arrangements, as may be requested by the FCC to resolve any complaints with the FCC relating to any of the FCC Licenses. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10.1, the Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Section 10.1.
(c) In connection with their obligations pursuant to this Section 7.6 with respect to pursuing the FCC Consent, the Buyer and the Seller shall (i) keep each other and, prior to the termination of the Merger Agreement, Parent shall (1) propose or accept the sale, divestiture, disposition or holding separate informed in all material respects and on a reasonably prompt basis of any assets material communication received by such party from, or businesses of the Company or given by such party to, any of its Subsidiaries; or (2) propose or accept the impositions governmental agency and of any business, commercial, regulatory material communication received or legal conditions that would be binding on the Company or given in connection with any of its SubsidiariesAction by a private party, in each case with respect to this Agreement, the Stations or the Contemplated Transactions, (ii) notify each other and (prior to the termination of the Merger Agreement) Parent of all documents filed with or received from any governmental agency with respect to this Agreement, the Stations or the Contemplated Transactions, (iii) furnish each other and, prior to the termination of the Merger Agreement, Parent with such information and assistance as the other may reasonably request in connection with their preparation of any governmental filing hereunder and (iv) cooperate in all respects with each other and, prior to the termination of the Merger Agreement, Parent in connection with any filing or submission with a governmental agency in connection with the Contemplated Transactions and in connection with any investigation or other inquiry by or before any governmental agency relating to this Agreement, the Stations or the Contemplated Transactions, including any Action initiated by a private party. Subject to applicable Laws relating to the exchange of information, each of the Buyer, the Seller and, prior to the termination of the Merger Agreement, Parent, shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information relating to the other party or parties or, prior to the termination of the Merger Agreement, Parent, as the case may be, and their respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental agency with respect to this Agreement, the Stations or the Contemplated Transactions. Subject to applicable Law and the instructions of any Governmental Authority, the Buyer, the Seller, the Company and, prior to the termination of the Merger Agreement, Parent shall in good faith cooperate, consult and consider the other’s views in order to avoid the entry of or to effect the dissolution of any injunction or other Order jointly develop (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result in the disposition of, or suffering of any impairment or limitation with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), and (z) nothing in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (xBuyer’s final approval) the strategy for obtaining the required approvals of any Governmental Authority and (y), the Company and its Subsidiaries. Any materials required positions to be provided by taken and the regulatory actions to be requested in any filing or submission with a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply Governmental Authority in connection with contractual arrangements or Law and to address reasonable attorney-client or other privilege or confidentiality concerns. Parent shall be responsible for all payments of the filing fees payable under the HSR ActContemplated Transactions.
Appears in 1 contract
Samples: Share Purchase Agreement (Hemisphere Media Group, Inc.)
Consents; Filings. (a) The Company shall use reasonable best efforts Prior to cause the Closing, upon the terms and subject to the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
(b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this AgreementAgreement and in accordance with applicable Laws, each party of the parties to this Agreement shall use its commercially reasonable efforts to (i) make all filings and give all notices that are obtain any consents, approvals or may be other authorizations required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are make any necessary filings and notifications, and thereafter make any other submissions either required or may be required deemed appropriate by each of the parties to be obtained (pursuant to any applicable Lawthis Agreement, Contract, or otherwise) by such party in connection with the Merger transactions contemplated by this Agreement under (A) the Securities Act, the Exchange Act and state securities or "blue sky" Laws, (B) the HSR Act, (C) the GBCC, (D) the DLLCA and (E) any other applicable Laws, including all real estate transfer tax returns. Triarc and RTMRG shall cooperate and consult with each other in connection with the making of all such filings and notifications. Neither Triarc nor RTMRG shall 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 Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) Triarc shall promptly inform the RTM Representatives, and RTMRG shall promptly inform Triarc, upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement; provided. If Triarc or RTMRG (or any of their respective Affiliates) receives a request for additional information from any such Governmental Entity that is related to the transactions contemplated by this Agreement, that the Company shall only be required then such party will endeavor in good faith to use commercially reasonable efforts to obtain those Approvals which are make, or may be required cause to be obtained pursuant to any Contract to made, as soon as reasonably practicable and after consultation with the extent requested to do so by Parent prior to Closing. Each party shallother party, upon request of another party and to the extent permitted by applicable Law or applicable Contract, promptly deliver an appropriate response to such request. Triarc shall advise the RTM Representatives promptly of any understandings, undertakings or agreements (oral or written) which Triarc proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other party a copy of each such filing made, each such notice given and each such Approval obtained Governmental Entity in connection with the transactions contemplated by it.
(c) this Agreement. In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of Parent and the Company foregoing, Triarc shall file, or cause use its commercially reasonable efforts to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (2) Business Days after the date of this Agreement and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel with resolve any information objections that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications with any Governmental Authority asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws.
(c) Notwithstanding the foregoing, nothing in this Section 7.04 shall require, or be construed to require, Triarc or RTMRG to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interest in any assets or businesses of Triarc, RTMRG or any of their respective Affiliates, (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, could reasonably be expected to (x) result in a Triarc Material Adverse Effect, an ARG Material Adverse Effect or an RTMRG Material Adverse Effect or (y) materially and ensuring adversely impact the economic or business benefits to the extent permitted by applicable Law or Governmental Authority that each Triarc and its stockholders of the parties is given the opportunity to attend any meetings with or appearances before any Governmental Authority with respect to the transactions contemplated by this Agreement and or (Fiii) use its reasonable best efforts to take, any modification or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Without limiting the foregoing, Parent shall (1) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses waiver of the Company or any terms and conditions of its Subsidiaries; or (2) propose or accept the impositions of any business, commercial, regulatory or legal conditions that would be binding on the Company or any of its Subsidiaries, in each case in order to avoid the entry of or to effect the dissolution of any injunction or other Order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result in the disposition of, or suffering of any impairment or limitation with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), and (z) nothing in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (x) and (y), the Company and its Subsidiaries. Any materials required to be provided by a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply with contractual arrangements or Law and to address reasonable attorney-client or other privilege or confidentiality concerns. Parent shall be responsible for all payments of the filing fees payable under the HSR ActAgreement.
Appears in 1 contract
Consents; Filings. (a) The Company shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis. Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
(b) In furtherance of, and not in limitation of Section 6.3(a), as As promptly as practicable after the execution of this Agreement, each party to this Agreement (other than the Equityholder Representative) shall use commercially reasonable best efforts to (i) make all filings and give all notices that are or may be required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are or may be required to be obtained (pursuant to any applicable Law, Law or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this AgreementAgreement (including, with respect to the Company, those Approvals set forth on Section 4.4 of the Disclosure Schedule, and, with respect to Parent, those Approvals set forth on Section 5.4 of the Disclosure Schedule); providedprovided that, that the Company with respect to any Contract, nothing herein shall only be required require any payment to use commercially reasonable efforts a third party in order to obtain those Approvals which are or may be required to be obtained pursuant to any Contract to the extent requested to do so by Parent prior to Closingsuch Approval. Each such party shall, upon request of another party and to the extent permitted by applicable Law or applicable Contract, (x) keep the other parties reasonably informed of the status of obtaining each such Approval and permit the other parties to participate in any material meetings or other communication, and otherwise provide copies of all material communications, with respect thereto and (y) promptly deliver to such other party a copy of each such filing made, each such notice given and each such Approval obtained by it.
(c) In furtherance and not in limitation Without limiting the generality of the terms of Section 6.3(aforegoing, the parties (other than the Equityholder Representative) and Section 6.3(b) (i) each of Parent and the Company shall fileshall, or cause to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (2) no later than [*****] Business Days after the date of this Agreement hereof, prepare and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel file with any information that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods report form required under the HSR Act, (D) Act and seek to obtain early termination of the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications with any Governmental Authority with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by applicable Law or Governmental Authority that each waiting period thereunder. Each of the parties is given (other than the opportunity to attend Equityholder Representative) shall file as soon as practicable and advisable any meetings with supplemental or appearances before any Governmental Authority with respect to the transactions contemplated by this Agreement and (F) use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Without limiting the foregoing, Parent shall (1) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses of the Company or any of its Subsidiaries; or (2) propose or accept the impositions of any business, commercial, regulatory or legal conditions that would be binding on the Company or any of its Subsidiaries, in each case in order to avoid the entry of or to effect the dissolution of any injunction or other Order (whether temporary, preliminary or permanent), additional information which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result requested by the FTC or the DOJ in the disposition of, or suffering of any impairment or limitation connection with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), filings and (z) nothing shall comply in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation all material respects with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (x) and (y), the Company and its Subsidiaries. Any materials required to be provided by a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply with contractual arrangements or Law and to address reasonable attorney-client or other privilege or confidentiality concernsall applicable Laws relating thereto. Parent shall be responsible for the payment of all payments of the filing fees payable with respect to the notification and report form required under the HSR Act. To the extent permissible under applicable Law, the parties (other than the Equityholder Representative) shall (i) cooperate with each other in connection with any of the aforementioned filings or submissions and in connection with any investigation, inquiry or proceeding by the FTC, the DOJ, or any other Governmental Authority relating to the transactions contemplated hereby, (ii) promptly inform the other party of any material communication received from the DOJ or the FTC or any other Governmental Authority regarding any of the transactions contemplated hereby, (iii) provide the other party in advance, with a reasonable opportunity to comment thereon, and consider in good faith the other party’s comments on, drafts of any material communication to the DOJ, the FTC, or any other Governmental Authority relating to the transactions contemplated hereby, (iv) consult with each other in advance of any material meeting or conference with the DOJ, the FTC or any other Governmental Authority relating to the transactions contemplated hereby, and (v) unless prohibited by any Governmental Authority, give the other party the opportunity to attend and participate in such material meetings and conferences.
(d) Neither the Company nor Parent shall extend or agree to extend the waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party. During the period between the date hereof and the Closing Date, neither party shall engage or agree to engage in any action, including any acquisition, combination, or other transaction, or do or cause anything to be done, that would reasonably be expected to (i) materially delay the review by the FTC or the DOJ of the transactions contemplated hereby under the HSR Act, or Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
Appears in 1 contract
Consents; Filings. (a) The Upon the terms and subject to the conditions of this Agreement and in accordance with applicable Laws, each of Parent, the Company and Operating Partnership shall, and shall cause their respective Affiliates to, (i) use reasonable its best efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basisobtain any consents, approvals or other authorizations, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
(b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this Agreement, each party to this Agreement shall use commercially reasonable efforts to (i) make all any filings and give all notices that are or may be notifications required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are thereafter make any other submissions either required or may be required to be obtained (pursuant to any applicable Lawdeemed appropriate by either Parent or the Company, Contract, or otherwise) by such party in connection with the Merger transactions contemplated by this Agreement under (A) the Exchange Act, (B) the HSR Act, if applicable, (C) the DGCL and DRULPA, (D) the NYSE rules and regulations and (E) any other applicable Laws. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents to the non-filing party and its advisors prior to filing. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.12 or Section 5.6 as "outside counsel only." Such material and the information contained therein shall be given only to outside counsel of the recipient and will 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.
(b) If applicable, in furtherance thereof, as soon as practicable after the date of this Agreement, the parties shall file, or cause to be filed by their respective ultimate parent entities, with the Federal Trade Commission and the Department of Justice, the notifications required to be filed under the HSR Act with respect to the transactions contemplated in this Agreement, which notifications will include a request for early termination of the waiting period under the HSR Act. The parties agree further to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act. 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 transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed.
(c) Each of Parent and the Company shall promptly inform the other party upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement; provided, that . If Parent or the Company shall only be required (or any of their respective Affiliates) receives a request for additional information from any such Governmental Entity that is related to use commercially reasonable efforts the transactions contemplated by this Agreement, then such party will endeavor in good faith to obtain those Approvals which are make, or may be required cause to be obtained pursuant made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request. Without limiting the generality of the foregoing, each party shall provide to the other (or the other's advisors) upon request copies of all correspondence between such party and any Contract Governmental Entity relating to the transactions described herein. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.12(c) as "outside counsel only." In addition, to the extent requested reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions described herein shall include representatives of Parent and the Company. Subject to do so applicable Laws, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions described herein by or on behalf of any party. Parent prior shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to Closingmake or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Each party shall, upon request of another party and to the extent permitted by applicable Law or applicable Contract, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Approval obtained by it.
(c) In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of foregoing, Parent and the Company shall file, or cause use commercially reasonable efforts to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (2) Business Days after the date of this Agreement and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel with resolve any information objections that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications with any Governmental Authority asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate Parent to, and ensuring the Company shall not, without the prior written consent of Parent (i) agree or otherwise become subject to the extent permitted by applicable Law any restrictions, conditions, limitations, licensing requirements, or Governmental Authority that each of the parties is given the opportunity to attend any meetings with other understandings on or appearances before any Governmental Authority with respect to the transactions contemplated by this Agreement assets or the operation of the business of Parent, the Company, or any of the Company's Subsidiaries, or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of Parent, the Company, or any of the Company's Subsidiaries, except to the extent any such foregoing action would not have a Company Material Adverse Effect.
(d) Each of the Company, Operating Partnership and (F) the Purchaser Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things obtain any third party consents necessary, proper or advisable to consummate and make effective the transactions contemplated herebyby this Agreement. Without limiting In seeking third party consents, the foregoingparties shall cooperate and consult with each other to convey a consistent message regarding the transactions contemplated by this Agreement to all third parties. In the event that any third party consent described above shall fail to be obtained, each of the Company and Operating Partnership shall use its commercially reasonable efforts, in consultation with Parent, to minimize any adverse effect resulting, or which could reasonably be expected to result, after the Company Merger Effective Time from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Entity) with respect to any transaction contemplated by this Agreement or minimizing any adverse effect from the failure to obtain such consent or preserving intact any relationship,
(i) without the prior written consent of Parent which shall (1) propose not be unreasonably withheld, delayed or accept the saleconditioned, divestiture, disposition or holding separate of any assets or businesses none of the Company or any of its Subsidiaries; Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any material amount of cash or other consideration, make any material commitment or incur any material Liability or other material obligation due to such Person and (2ii) propose or accept none of the impositions of any businessPurchaser Parties, commercial, regulatory or legal conditions that would be binding on the Company or any of its Subsidiaries, in each case in order their respective Affiliates shall be required to avoid the entry of pay or commit to effect the dissolution of pay to such Person whose approval or consent is being solicited or whose relationship is being preserved any injunction cash or other Order (whether temporaryconsideration, preliminary make any commitment or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) incur any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result in the disposition of, or suffering of any impairment or limitation with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), and (z) nothing in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (x) and (y), the Company and its Subsidiaries. Any materials required to be provided by a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply with contractual arrangements or Law and to address reasonable attorney-client Liability or other privilege or confidentiality concerns. Parent shall be responsible for all payments of the filing fees payable under the HSR Actobligation.
Appears in 1 contract
Consents; Filings. (a) The Company shall use reasonable best efforts Prior to cause the Closing, upon the terms and subject to the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
(b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this AgreementAgreement and in accordance with applicable Laws, each party of the parties to this Agreement shall use its commercially reasonable efforts to (i) make all filings and give all notices that are obtain any consents, approvals or may be other authorizations required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are make any necessary filings and notifications, and thereafter make any other submissions either required or may be required deemed appropriate by each of the parties to be obtained (pursuant to any applicable Lawthis Agreement, Contract, or otherwise) by such party in connection with the Merger transactions contemplated by this Agreement under (A) the Securities Act, the Exchange Act and state securities or "blue sky" Laws, (B) the HSR Act, and (C) any other applicable Laws, including all real estate transfer tax returns. Triarc, RTMMC and the Members shall cooperate and consult with each other in connection with the making of all such filings and notifications. Neither Triarc, RTMMC nor any of the Members shall 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 Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) Triarc shall promptly inform the RTM Representatives, and RTMMC and each of the Members shall promptly inform Triarc, upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement; provided. If Triarc, RTMMC or any of the Members (or any of their respective Affiliates) receives a request for additional information from any such Governmental Entity that is related to the Company shall only be required transactions contemplated by this Agreement, then such party will endeavor in good faith to use commercially reasonable efforts to obtain those Approvals which are make, or may be required cause to be obtained pursuant to any Contract to made, as soon as reasonably practicable and after consultation with the extent requested to do so by Parent prior to Closing. Each other party shall(or in the case of Triarc, upon request of another party and to with the extent permitted by applicable Law or applicable ContractRTM Representatives), promptly deliver an appropriate response to such request. Triarc shall advise the RTM Representatives promptly of any understandings, undertakings or agreements (oral or written) which Triarc or any of its Subsidiaries proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other party a copy of each such filing made, each such notice given and each such Approval obtained Governmental Entity in connection with the transactions contemplated by it.
(c) this Agreement. In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of Parent and the Company foregoing, Triarc shall file, or cause use its commercially reasonable efforts to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (2) Business Days after the date of this Agreement and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel with resolve any information objections that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications with any Governmental Authority asserted with respect to the transactions contemplated by this Agreement and ensuring under any antitrust, competition or trade regulatory Laws.
(c) Notwithstanding the foregoing, nothing in this Section 6.04 shall require, or be construed to the extent permitted by applicable Law require, Triarc, RTMMC or Governmental Authority that each any of the parties is given Members to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the opportunity Closing Date, any assets, businesses or interest in any assets or businesses of Triarc, RTMMC, any of the Members or any of their respective Affiliates, (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, would reasonably be expected to attend any meetings with (x) result in a Triarc Material Adverse Effect, an ARG Material Adverse Effect or appearances before any Governmental Authority with respect an RTMMC Material Adverse Effect or (y) materially and adversely impact the economic or business benefits to Triarc and its stockholders of the transactions contemplated by this Agreement and or (Fiii) use its reasonable best efforts to take, any modification or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Without limiting the foregoing, Parent shall (1) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses waiver of the Company or any terms and conditions of its Subsidiaries; or (2) propose or accept the impositions of any business, commercial, regulatory or legal conditions that would be binding on the Company or any of its Subsidiaries, in each case in order to avoid the entry of or to effect the dissolution of any injunction or other Order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result in the disposition of, or suffering of any impairment or limitation with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), and (z) nothing in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (x) and (y), the Company and its Subsidiaries. Any materials required to be provided by a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply with contractual arrangements or Law and to address reasonable attorney-client or other privilege or confidentiality concerns. Parent shall be responsible for all payments of the filing fees payable under the HSR ActAgreement.
Appears in 1 contract
Consents; Filings. (a) The Company shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent Parent, Merger Sub and Merger Sub II shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
(b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this Agreement, each party to this Agreement (other than the Stockholder Representative) shall use commercially reasonable best efforts to (i) make all filings and give all notices that are or may be required to be made and given by such party in connection with the Merger Mergers and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are or may be required to be obtained (pursuant to any applicable Law, Contract, or otherwise) by such party in connection with the Merger Mergers and the other transactions contemplated by this Agreement; provided, that the Company shall only be required to use commercially reasonable efforts to obtain those Approvals which are or may be required to be obtained pursuant to any Contract to the extent requested to do so by Parent prior to Closing. Each party shall, upon request of another party and to the extent permitted by applicable Law or applicable Contract, promptly deliver to such other party a copy of each such filing mademade (except for copies of any documents responsive to Item 4(c) or Item 4(d) of the HSR Notification and Report Form), each such notice given and each such Approval obtained by it; provided, however, that the Company may designate any competitively sensitive materials as “outside counsel only” and such materials and the information contained therein shall be given only to outside counsel of Parent who will not disclose such materials to Parent or any of its Affiliates without the Company’s prior written consent.
(c) In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of the Company or its representatives shall provide Parent and its representatives, promptly after they are generated, any and all monthly interim balance sheets of the Company (which for the avoidance of doubt shall file, or cause to be filed, a Notification and Report Form pursuant to generated by the HSR Act, Company in the ordinary course of business consistent with respect to past practice) during the Merger and the other transactions contemplated by this Agreement within two (2) Business Days after period commencing as of the date of this Agreement and (ii) each through the earlier of Parent the termination of this Agreement in accordance with Article IX and the Company shall Closing (each an “Interim Balance Sheet”) and if (A) supply the other or its outside counsel with any information that may be reasonably required or requested by any Governmental Authority Company’s total assets in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications with any Governmental Authority with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by applicable Law or Governmental Authority that each of the parties is given the opportunity to attend any meetings with or appearances before any Governmental Authority with respect to the transactions contemplated by this Agreement and (F) use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Without limiting the foregoing, Parent shall (1) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses of the Company or any of its Subsidiaries; or (2) propose or accept the impositions of any business, commercial, regulatory or legal conditions that would be binding on the Company or any of its Subsidiaries, in each case in order to avoid the entry of or to effect the dissolution of any injunction or other Order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent Interim Balance Sheet are equal to or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result in the disposition of, or suffering of any impairment or limitation with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), and (z) nothing in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (x) and (y), the Company and its Subsidiaries. Any materials required to be provided by a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply with contractual arrangements or Law and to address reasonable attorney-client or other privilege or confidentiality concerns. Parent shall be responsible for all payments of the filing fees payable under the HSR Act.Applicable Threshold Amount or
Appears in 1 contract
Samples: Merger Agreement (Take Two Interactive Software Inc)
Consents; Filings. (a) The Company shall use reasonable best efforts Prior to cause the Closing, upon the terms and subject to the conditions set forth in Section 8.1 and Section 8.3 to be satisfied on a timely basis, and Parent and Merger Sub shall use reasonable best efforts to cause the conditions set forth in Section 8.1 and Section 8.2 to be satisfied on a timely basis.
(b) In furtherance of, and not in limitation of Section 6.3(a), as promptly as practicable after the execution of this AgreementAgreement and in accordance with applicable Laws, each party of the parties to this Agreement shall use its commercially reasonable efforts to (i) make all filings and give all notices that are obtain any consents, approvals or may be other authorizations required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements and (ii) obtain all Approvals which are make any necessary filings and notifications, and thereafter make any other submissions either required or may be required deemed appropriate by each of the parties to be obtained (pursuant to any applicable Lawthis Agreement, Contract, or otherwise) by such party in connection with the Merger transactions contemplated by this Agreement under (A) the Securities Act, the Exchange Act and state securities or "blue sky" Laws, (B) the HSR Act, and (C) any other applicable Laws, including all real estate transfer tax returns. Triarc and the Sellers shall cooperate and consult with each other in connection with the making of all such filings and notifications. Neither Triarc nor any of the Sellers shall 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 Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) Triarc shall promptly inform the RTM Representatives, and each of the Sellers shall promptly inform Triarc, upon receipt of any communication from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement; provided. If Triarc or any of the Sellers (or any of their respective Affiliates) receives a request for additional information from any such Governmental Entity that is related to the transactions contemplated by this Agreement, that the Company shall only be required then such party will endeavor in good faith to use commercially reasonable efforts to obtain those Approvals which are make, or may be required cause to be obtained pursuant to any Contract to made, as soon as reasonably practicable and after consultation with the extent requested to do so by Parent prior to Closing. Each other party shall(or in the case of Triarc, upon request of another party and to with the extent permitted by applicable Law or applicable ContractRTM Representatives), promptly deliver an appropriate response to such request. Triarc shall advise the RTM Representatives promptly of any understandings, undertakings or agreements (oral or written) which Triarc or any of its Subsidiaries proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other party a copy of each such filing made, each such notice given and each such Approval obtained Governmental Entity in connection with the transactions contemplated by it.
(c) this Agreement. In furtherance and not in limitation of the terms of Section 6.3(a) and Section 6.3(b) (i) each of Parent and the Company foregoing, Triarc shall file, or cause use its commercially reasonable efforts to be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the Merger and the other transactions contemplated by this Agreement within two (2) Business Days after the date of this Agreement and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel with resolve any information objections that may be reasonably required or requested by any Governmental Authority in connection with such filings or submissions, (B) supply any additional information that may be required or requested by the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority, (C) use their respective reasonable best efforts to cause the expiration of the applicable waiting periods under the HSR Act, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first (x) providing the other party with a copy of such notification in draft form, (y) giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and (z) considering and taking into account all reasonable comments timely made by the other party in this respect, (E) promptly notify each other of any material communications with any Governmental Authority asserted with respect to the transactions contemplated by this Agreement and ensuring under any antitrust, competition or trade regulatory Laws.
(c) Notwithstanding the foregoing, nothing in this Section 6.04 shall require, or be construed to the extent permitted by applicable Law require, Triarc or Governmental Authority that each any of the parties is given Sellers to agree to (i) sell, hold separate, divest, discontinue or limit, before or after the opportunity Closing Date, any assets, businesses or interest in any assets or businesses of Triarc, RTMAC, any of the Sellers or any of their respective Affiliates, (ii) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses which, in either case, would reasonably be expected to attend any meetings with (x) result in a Triarc Material Adverse Effect, an ARG Material Adverse Effect or appearances before any Governmental Authority with respect an RTMAC Material Adverse Effect or (y) materially and adversely impact the economic or business benefits to Triarc and its stockholders of the transactions contemplated by this Agreement and or (Fiii) use its reasonable best efforts to take, any modification or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Without limiting the foregoing, Parent shall (1) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses waiver of the Company or any terms and conditions of its Subsidiaries; or (2) propose or accept the impositions of any business, commercial, regulatory or legal conditions that would be binding on the Company or any of its Subsidiaries, in each case in order to avoid the entry of or to effect the dissolution of any injunction or other Order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby; provided, however, that (x) any such action may be conditioned upon consummation of the Closing, (y) nothing in this Agreement shall require Parent or any of its Subsidiaries to take or agree to any action or any other condition or obligation that would, individually or in the aggregate with other such action, conditions or obligations, reasonably be expected to result in the disposition of, or suffering of any impairment or limitation with regard to the use of, any operations of the Company and/or its Subsidiaries having revenues for the twelve (12)-month period ending December 31, 2016 attributable to such operations of greater than Five Million Dollars ($5,000,000), and (z) nothing in this Agreement shall require Parent or any of its Subsidiaries to commit to or take any action or any other condition or obligation with respect to the assets or businesses of Parent or any of its Subsidiaries other than, subject to the preceding clauses (x) and (y), the Company and its Subsidiaries. Any materials required to be provided by a party to another party pursuant to this Section 6.3 may be redacted as necessary to comply with contractual arrangements or Law and to address reasonable attorney-client or other privilege or confidentiality concerns. Parent shall be responsible for all payments of the filing fees payable under the HSR ActAgreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Triarc Companies Inc)
