Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals. (b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general. (c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL. (d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Samples: Merger Agreement (Blackboard Inc)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party Party to this Agreement shall use its 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 Laws or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities Entities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure ScheduleSchedules; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties Parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such partyParty’s obligations under this AgreementAgreement as promptly as practicable. Each party Party to this Agreement shall cooperate fully with the other parties Parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party Party to this Agreement shall be required to make payments, or commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parentlitigation. The parties Parties to this Agreement shall not take any action that is reasonably likely intended to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not approvals in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act connection with respect to the transactions contemplated by this Agreement. .
(b) Each of Parent Sellers and the Company shall Purchaser agrees to supply promptly any additional information and documentary material that may reasonably be requested by any Governmental Authority Entity (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act ), and shall cooperate in connection with any filing required under applicable antitrust Laws in connection with the transactions contemplated by this Agreement, and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental AuthorityEntity, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, SEC or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including including, in the case of the Company Parties, those consents set forth or required to be set forth in the Company Disclosure Schedule; and (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this AgreementAgreement as promptly as practicable. Each party to this Agreement shall reasonably cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make material payments, commence litigation or agree to material modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parentparties. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a6.4(a), the parties hereto acknowledge that, in the event the parties to this Agreement mutually determine that a filing is required under the HSR Act in connection with the transactions contemplated by this Agreement, each of Parent Acquiror and the Company has filed shall, promptly after such determination, file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent Acquiror and the Company shall agree to supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general; provided, however, that notwithstanding anything to the contrary in this Agreement, the Acquiror shall not be obligated to respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act or under any applicable foreign antitrust or trade regulation law except to the extent it elects to do so in its sole discretion. The filing fee with respect to the Notification and Report Form pursuant to the HSR Act shall be paid by the Acquiror.
(c) Concurrently with the execution of Notwithstanding anything in this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery neither Acquiror nor any of its Affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger Consent shall not restrict sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Acquiror, any of its Affiliates, or the Company or any of its Affiliates, or seeking to impose any material limitation on the ability of the Board Acquiror or any of Directors of the Company thereafter its Affiliates to terminate this Agreement in accordance with Section 9.1 hereof conduct their business or own such assets or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) acquire, hold or exercise full rights of the DGCLownership of Company.
(d) As promptly as practicable after If any state takeover statute or similar statute becomes applicable to this Agreement, the execution Merger or any of the other transactions contemplated by this Agreement, the Company will submit use commercially reasonable efforts to its stockholders information ensure that the Merger and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms of contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawsby this Agreement.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement Party shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents authorizations, consents, orders, approvals, notices and filings set forth in the Company Disclosure Schedule; and (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to the such party’s obligations under this Agreement. Each party to this Agreement Party shall reasonably cooperate fully with the other parties to this Agreement Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority Within one (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission1) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly hour after the execution and delivery of this Agreement, the Company shall give notice to deliver the taking of actions described in written consent (the Merger Consent in accordance with Section 228 of “Initial Written Consent”) evidencing the DGCL to all Stockholders not executing the Merger ConsentInitial Company Stockholder Approval. Notwithstanding anything foregoing to the contraryIn addition, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as soon as reasonably practicable after the execution and delivery of this Agreement, the Company will submit shall deliver a supplement to its stockholders information the Initial Written Consent (collectively, the “Written Consent”) evidencing both the Initial Company Stockholder Approval plus approval of the written consent by the holders of all of the outstanding shares of the Company Common Stock (together with the Initial Company Stockholder Approval, the “Company Stockholder Approval”). The Company Board of Directors shall make the Company Board Recommendation and documents relating to shall not (i) the Companywithdraw, modify or qualify in any manner adverse to Parent such recommendation, or (ii) take any action or make any statement in connection with obtaining the Written Consent inconsistent with such recommendation (any of the foregoing a “Change in the Company Recommendation”); provided, however, that the Company Board of Directors may evaluate whether to make and may make a Change in the Company Recommendation prior to execution and delivery of the Written Consent, as applicable, and may make any statement required by applicable Law, if the Company Board of Directors determines in good faith, after consultation with outside legal counsel, that a Change in the Company Recommendation is necessary in order to comply with its fiduciary duties under the DGCL. As soon as reasonably practicable, the Company will prepare and cause to be delivered to the Company’s business stockholders an information statement (the “Information Statement”), which shall (A) provide notice of the adoption of this Agreement to the Company’s stockholders who have not executed the Written Consent, pursuant to and operationsin accordance with applicable provisions of the DGCL and, (iii) Parentif applicable, (iv) Parent’s business and operationsthe CGCL, and (vB) provide the terms requisite notice of this Agreement appraisal rights and dissenters’ rights under the transactions contemplated herebyDGCL and, in each case in form and substance satisfactory to if applicable, the CGCL. The Company will give Parent and its counsel representatives reasonable opportunity to review and intended comment on the Information Statement (ibut in no event less than two Business Days) prior to facilitate compliance the distribution of the Information Statement and the Company will consider in good faith any comments that Parent or its representatives have with Regulation D under respect to the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawsInformation Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vir Biotechnology, Inc.)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement hereto shall use its commercially reasonable efforts efforts, at its own cost and expense, 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 promptly consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain all authorizations, consents, orders and approvals Consents of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreementhereby, including including, without limitation, those consents Consents set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule; , as applicable, (iii) lift or rescind any injunction or restraining order or other order Governmental Order adversely affecting the ability of the parties to this Agreement hereto to consummate the transactions contemplated by this Agreement; hereby, and (iv) fulfill all conditions to the obligations of such party’s obligations parties under this Agreement. Each party to this Agreement hereto shall reasonably cooperate fully with the other parties to this Agreement hereto in promptly seeking to obtain all such authorizations, consents, orders and approvalsConsents, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents Consents from third parties, no party to this Agreement hereto shall be required to make paymentspayments (other than nominal filing or application fees), commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parentparties. The parties to this Agreement hereto shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizationsConsents. Without limiting the foregoing, consentseach party hereto shall use its commercially reasonable efforts to refrain from taking or omitting to take any action that would reasonably be expected to, orders render any representation or approvalswarranty of such party contained in Article V or Article VI, as applicable, materially inaccurate to the extent such material inaccuracy would result in a Material Adverse Effect as of the Closing Date.
(b) In furtherance of and not in limitation of the terms of Section 7.4(a7.5(a), each the Company shall solicit and use its reasonable best efforts to obtain the affirmative vote of Parent its shareholders in favor of the adoption of this Agreement and the approval of the Merger. Without limiting the generality of the foregoing, the Company has filed a Notification shall submit this Agreement and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each , including the Merger, to the Company's shareholders for adoption and approval at a special meeting of Parent the Company's shareholders, which shall be called and held in accordance with the requirements of the CGCL and the Company Articles of Incorporation and Company Bylaws and shall supply occur as promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division as practicable following receipt of the United States Department of Justice and the United States Federal Trade Commission) pursuant Fairness Approval. The materials submitted to the HSR Act and shall cooperate Company's shareholders in connection with the adoption of this Agreement and the approval of the Merger shall include information regarding the Company, the terms of this Agreement, the Merger and the unanimous recommendation of the Company's Board of Directors that the Company's shareholders vote their shares of Company Capital Stock in favor of the adoption of this Agreement and the approval of the Merger (the "Company Board Recommendation"). Notwithstanding anything to the contrary contained in this Agreement, any filing under applicable antitrust Laws and materials submitted to the Company's shareholders in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced shall be subject to prior review and approval by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney generalParent.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Samples: Merger Agreement (Websidestory Inc)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; Agreement and (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this AgreementAgreement (provided that no party shall be required to pay or commit to pay any amount to (or incur an obligation in favor of) any Person from whom such authorization, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining consent, order or approval may be required other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreementthan required filing fees). Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, notices and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a6.4(a), to the extent required by applicable Law, each of Parent and the Company has filed shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within three (3) Business Days after the date of Parent and this Agreement (including, in the Company case of Parent, a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, Justice or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company . Each party shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) supply the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, other with any information which may be required in each case in form and substance satisfactory order to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, effectuate such filings and (ii) supply any additional information which reasonably may be required by a Governmental Authority of any jurisdiction and which the parties may reasonably deem appropriate. No party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect to facilitate satisfaction any such filings, investigation or other inquiry without giving the other party prior notice of all requirements the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. The parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of applicable state any party in connection with proceedings under or relating to the HSR Act or other antitrust laws. Each party shall (A) give the other party prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Authority with respect to the transactions contemplated by this Agreement, (B) keep the other party informed as to the status of any such Action or threat, and federal securities laws(C) promptly inform the other party of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Brown & Brown Inc)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to any material modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of businessparties, and no such modifications shall be made to any Contract of the Company or any of its Subsidiaries without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not knowingly take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a6.5(a), to the extent required by applicable Law, each of Parent and the Company has filed shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within ten (10) Business Days of Parent and the Company date of this Agreement (including a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general. Parent shall pay all application fees required in connection with any filing required under antitrust Laws. Without limiting the generality of the foregoing, the Company and its Subsidiaries shall consult and cooperate with the Parent in connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company and its Subsidiaries in connection with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under this Agreement or the other Transaction Documents. The Company and its Subsidiaries shall promptly notify the Parent of any substantive communications from or with any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents and will use their reasonable commercial efforts to ensure, to the extent permitted by Law, that the Parent, or its outside counsel where appropriate, are involved in any substantive communications and invited to attend meetings with, or other appearances before, any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents.
(c) Concurrently with In furtherance of and not in limitation of the execution terms of Section 6.5(a), the Company shall use commercially reasonable efforts (i) to obtain no later than 11:59 p.m. Pacific Time on the date of this Agreement the approval of the Merger by Lurie Inxxxxxent Fund, L.L.C. and all of its Affiliates who own Company shall provide an executed copy of Pace’s Capital Stock by irrevocable written consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, requirements of the Company’s DGCL and the Company Certificate of Incorporation and the Company’s Bylaws Company Bylaws; and (ii) to obtain within ten (10) days of the Parent. Promptly after the execution date of this Agreement, Agreement the approval of the Merger by all of the other stockholders of the Company shall give notice to the taking of actions described in the Merger Consent by irrevocable written consent in accordance with Section 228 the requirements of the DGCL to all Stockholders not executing and the Merger Company Certificate of Incorporation and the Company Bylaws (collectively, the “Company Stockholder Consent”). Notwithstanding anything foregoing The materials submitted to the contrary, execution and delivery of Company’s stockholders in connection with the Merger Company Stockholder Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders include information and documents relating to (i) regarding the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated herebyMerger and the recommendation of the Company’s board of directors that the Company’s stockholders vote their shares of Company Capital Stock in favor of the adoption of this Agreement; provided, however, that the Company’s board of directors may change such recommendation if the Company’s board of directors determines that it must take such action in each case in form and substance satisfactory order to Parent and comply with its counsel and intended (i) to facilitate compliance with Regulation D fiduciary duties under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawsLaw.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s 's obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of businessparties, and except for modifications which would not have a Material Adverse Effect, no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a7.5(a), to the extent required by applicable Law, each of Parent and the Company has filed shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within five (5) Business Days of Parent and the Company date of this Agreement (including, in the case of Parent, a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with In furtherance of and not in limitation of the execution terms of Section 7.5(a), the Company shall use commercially reasonable efforts to obtain the adoption of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws by its stockholders to the Parentextent required by the DGCL for the consummation of the Merger. Promptly after Without limiting the generality of the foregoing, as promptly as practicable following the execution and delivery of this Agreement, the Company shall give notice submit this Agreement to the taking Company's stockholders for adoption at a meeting of actions described in the Merger Consent Company's stockholders or by written consent of the Company's stockholders, which shall be called and held or solicited, as the case may be, in accordance with Section 228 the requirements of the DGCL to all Stockholders not executing and the Merger Company Certificate of Incorporation and Company Bylaws (the "Company Stockholder Meeting/Consent"). Notwithstanding anything foregoing The materials submitted to the contrary, execution and delivery of Company's stockholders in connection with the Merger Company Stockholder Meeting/Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders include information and documents relating to (i) regarding the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated herebyMerger and the unanimous recommendation of the Company's Board of Directors that the Company's stockholders vote their shares of Company Capital Stock in favor of the adoption of this Agreement; provided, however, that the Company's Board of Directors may change such Recommendation only if the Company's Board of Directors determines that it must take such action in each case in form order to comply with its fiduciary duties under applicable Law; and substance satisfactory provided further, that no such change shall relieve the Company of its obligation to Parent call and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933hold or seek, as amendedthe case may be, and (ii) the Company Stockholder Meeting/Consent pursuant to facilitate satisfaction of all requirements of applicable state and federal securities lawsthis Section 7.5(c).
Appears in 1 contract
Samples: Merger Agreement (Kellwood Co)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement Party shall coordinate and cooperate and use its commercially reasonable best 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 Laws or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; and (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all any Governmental Authorities Authority and other third parties (including the consents and filings described in this Article V that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this AgreementSchedules). Each party to this Agreement Party shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, notices and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a5.3(a), to the extent required by applicable Laws, each of Parent and the Company has filed Parties (i) shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within five (5) Business Days of Parent and the Company date hereof, (ii) shall make, or to cause to be made, any filing or notification that may be required under any other applicable foreign antitrust laws, if applicable, as promptly as practical, (iii) shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and other Persons necessary to consummate the transactions contemplated hereby, and (iv) shall cooperate in connection with any filing under applicable antitrust Laws laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, Justice or the office of any state attorney general. Any filing fees payable in connection with any filings pursuant to the HSR Act or any other Governmental Authority shall be paid by Purchaser. Each Party shall promptly (A) supply the other with any information which may be required in order to effectuate such filings and (B) supply any additional information which reasonably may be required by a Governmental Authority of any jurisdiction and which the parties may reasonably deem appropriate. No party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect to any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. The Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to the HSR Act or other antitrust laws. Each Party shall (x) give the other Parties prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Authority with respect to the transactions contemplated by this Agreement, (y) keep the other Parties informed as to the status of any such Action or threat, and (z) promptly inform the other Parties of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement.
(c) Concurrently with the execution Nothing contained in this Section 5.3 shall be deemed to require Purchaser or any of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), its Affiliates to engage in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCLany Divestiture Action.
(d) As promptly as practicable after the execution Each of this Agreement, the Company will submit to its stockholders information Purchaser and documents relating to Seller (i) shall promptly furnish to the Company, other Party copies of any notices or written communications received by Purchaser or Seller or any of their Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement and (ii) agrees to provide the Company’s business other Party and operationsits counsel the opportunity, (iii) Parenton reasonable advance notice, (iv) Parent’s business and operationsto participate in any substantive meetings or discussions, either in person or by telephone, between Purchaser, Seller or any of their Affiliates, agents or advisors, on the one hand, and (v) any Governmental Authority, on the terms of this Agreement and other hand, concerning or in connection with the transactions contemplated hereby; provided, in however, that each case in form of Seller and substance satisfactory Purchaser shall be permitted to Parent designate confidential information as ‘Outside Antitrust Counsel Only’, and remove or redact any information or contents that are protected by legal privilege and restrict the Company’s access to such materials accordingly. Neither Party shall be required to share with the other Party a copy of its counsel and intended (i) to facilitate compliance with Regulation D filing made under the Securities HSR Act.
(e) Purchaser shall not acquire or agree to acquire any rights, assets, business person or divisions therefore (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to delay or prevent Purchaser’s ability to obtain the timely expiration or termination of the waiting periods under the HSR Act of 1933, as amended, and (ii) or any other antitrust law with respect to facilitate satisfaction of all requirements of applicable state and federal securities lawsthe transactions contemplated hereby.
Appears in 1 contract
Samples: Equity Securities Purchase Agreement (Homology Medicines, Inc.)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of businessparties, and except for modifications which would not have a Material Adverse Effect, no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its commercially reasonable best 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties Persons that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order Governmental Order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill iv)fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding ; provided, however, notwithstanding the foregoing or anything to the contrary and except as set forth in Section 6.5(b), none of the Acquired Companies, the Signing Stockholder, the Equityholder Representative or any of their respective Affiliates, agents or representatives will contact, or take any actions to solicit any consents or waivers from, with respect to the transactions contemplated by this Agreement, any parties to Contracts to which any Acquired Company is a party without the prior consent of Parent and, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications light of the terms foregoing, the Acquired Companies, the Signing Stockholder and conditions the Equityholder Representative agree that they will follow the reasonable direction of Parent in seeking any agreements consents or waivers from parties to Contracts to which any Acquired Company is a party; provided further, that the failure to seek or obtain any consent or waiver from any Person for which Parent has failed to give its consent or with third respect to which the foregoing parties outside of are subject to Parent’s direction in accordance with the ordinary course of businessforegoing proviso, and any consequences or Liabilities resulting therefrom, (i)shall have no effect on and shall not be considered for purposes of satisfying the conditions set forth in Section 7.2 and (ii)if such modifications shall be made to any Contract consent or waiver is disclosed on Section 4.6 of the Company without the consent of ParentDisclosure Schedule, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets considered Damages for purposes of ParentArticle IX. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a6.5(a), to the extent required by applicable Law, each of Parent and the Company has filed shall (i) file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within five (5) Business Days of Parent and the Company shall date of this Agreement (including, in the case of Parent, a request for early termination of the applicable waiting period under the HSR Act), (ii) supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall (iii) (x) cooperate with one another in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority (including any proceeding initiated by a private party), (y) keep the other party reasonably informed of any communication received by such party from, or given by such party to, any Governmental Authority, and (z) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and, to the extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. In furtherance and not in limitation of the covenants of the parties contained in Section 6.5(a) and this Section 6.5(b), the parties shall use commercially reasonable efforts to resolve any objections asserted with respect to the transactions contemplated hereby under any antitrust Law with respect thereto. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging such transactions, and if, by mutual agreement, all parties decide that litigation is in their best interests, each party shall cooperate and use commercially reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, revered, or overturned any order that is in effect and that prohibits, prevents, or restricts consummation of such transactions. Notwithstanding anything in this Agreement to the contrary, in no event will Parent be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in the reasonable judgment of Parent could be expected to limit the right of Parent to own or operate all or any portion of its businesses or assets, including the United States Federal Trade Commission, the Antitrust Division business or assets of the United States Department Acquired Companies. None of Justicethe Company nor any of its respective Affiliates shall, without Parent’s written consent, in Parent’s sole discretion, discuss or commit to any divestiture transaction or commit to take any action that limits Parent’s freedom of action with respect to, or Parent’s ability to retain any of the office businesses, product lines or assets of any state attorney generalthe Company.
(c) Concurrently with Within five days following the execution of this Agreement Closing, the Company shall provide an executed copy notification and comply with the applicable requirements regarding the transactions contemplated under this Agreement to the United States State Department, Directorate of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”)Defense Trade Control, in accordance connection with the DGCLexport licenses of DDC, under the Company’s Certificate of Incorporation International Traffic In Arms Regulations and the Company’s Bylaws to the ParentGuidelines on Mergers and Acquisitions. Promptly after the execution of this Agreement, Parent and Merger Sub shall cooperate with the Company shall give notice to in connection with the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCLforegoing.
(d) As Until the Closing, each party hereto shall promptly as practicable after notify the execution other party in writing of this Agreementany fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms conditions set forth in Article VII of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act becoming incapable of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawsbeing satisfied.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party Subject to this Agreement the terms and conditions herein provided, Buyer and each Seller shall use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law or otherwise to promptly consummate and make effective as promptly as practicable the transactions consummated by this Agreement (including satisfaction of the closing conditions in Section 8, Section 9 and Section 10). Each Party shall, and shall cause its respective Affiliates to, prepare, as soon as is practical following the Agreement Date, all necessary filings in connection with the transactions contemplated by this Agreement that may be required under the HSR Act or any other federal, state or local Laws. Each Party shall, and shall cause its respective Affiliates to, submit the required filings as soon as possible, but, with respect to filings under the HSR Act, in no event later than March 28, 2024. The Parties shall, and shall cause their respective Affiliates to, request expedited treatment of any such filings, if available, promptly make any appropriate or necessary subsequent or supplemental filings, and cooperate with one another in the preparation of such filings in such manner as is reasonably necessary and appropriate. The Parties shall consult with one another and shall agree in good faith upon the timing of such filings, other than the initial filings under the HSR Act referred to above.
(b) Subject to applicable restrictions required by Law, Buyer and Sellers shall notify the other promptly upon the receipt by such Party or its Affiliates of (i) any comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant to this Section 7.3 or the transactions contemplated by this Agreement and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any laws of any Governmental Authority or answers to any questions, or the provision of any documents or other information, relating to an investigation of the transactions contemplated by this Agreement by any Governmental Authority. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 7.3, each Party shall promptly inform the other Party of such occurrence and cooperate in filing promptly with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, each Party shall provide to the other Party (or its advisors) copies of all correspondence between such Party and any Governmental Authority relating to the transactions contemplated by this Agreement or the Ancillary Agreements. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 7.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to any other Representatives of the recipient without the advance written consent of the Party providing such materials. Absent objection by the relevant Governmental Authority, all substantive discussions, telephone calls, and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include Representatives of both Buyer and Sellers. Subject to applicable Law, the Parties shall consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the transactions contemplated by this Agreement or the Ancillary Agreements by or on behalf of any Party. Neither Buyer nor Sellers shall, without the prior written consent of the other Party (not to be unreasonably delayed, conditioned or withheld), (A) “pull and refile”, pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act or (B) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Authority to delay the consummation of, or not to close before a date certain, the transactions contemplated by this Agreement; .
(iic) obtain Buyer shall, and shall cause its Affiliates to, promptly take, in order to consummate the transactions contemplated by this Agreement as soon as possible and in any event prior to the End Date, any and all authorizationsactions necessary or advisable (but only to the extent otherwise required by the first sentence of Section 7.3(a)) to (i) obtain, consentsprior to the Closing Date, orders and approvals all Consents of, or other permission or action by, and give all notices to and make all filings withwith and applications and submissions to, all Governmental Authorities and or other third parties that may be or become Persons as are necessary for consummation of the performance transactions contemplated by this Agreement, (ii) secure the expiration or termination of its obligations under any applicable waiting period from a Governmental Authority, (iii) contest, defend and appeal all Actions challenging this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby and (iv) resolve any objections asserted with respect to the transactions contemplated by this Agreement and the Ancillary Agreements raised by any Governmental Authority, and to avoid the entry of, or to have vacated or terminated or to effect the dissolution of, any injunction, temporary restraining order or other Order that has the effect of restraining, delaying or preventing the consummation of the transactions contemplated by this Agreement, including those consents set forth in (A) agreeing to and executing settlements, undertakings, consent decrees, stipulations, concessions or other agreements with any Governmental Authority, (B) agreeing to sell, license, divest or otherwise convey any particular assets or categories of assets or businesses of Buyer, its Affiliates or the Company Disclosure Schedule; Group contemporaneously with or subsequent to the Closing, (iiiC) lift terminating, amending or rescind any injunction assigning existing relationships and contractual rights and obligations of Buyer, its Affiliates the Company Group contemporaneously with or restraining order or other order adversely affecting subsequent to the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; Closing, and (ivD) fulfill all conditions taking or committing to take such party’s obligations under this Agreementother actions that may limit the freedom of action of Buyer, its Affiliates the Company Group with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers, assets or rights or interests contemporaneously with or subsequent to the Closing,. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such noticesBuyer shall, and making such filings. Notwithstanding the foregoing or anything shall cause its Affiliates to, respond to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party and seek to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of resolve as promptly as possible any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to objections asserted by any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act Governmental Authority with respect to the transactions contemplated by this Agreement. Each of Parent and Agreement or the Company shall supply promptly Ancillary Agreements in order to avoid the entry of, or to effect the dissolution of, any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation injunction, temporary restraining order or other inquiry concerning Order that has the effect of restraining, delaying or preventing the consummation of the transactions contemplated by this Agreement commenced or the Ancillary Agreements (but only to the extent otherwise required by the first sentence of Section 7.3(a)). Buyer shall not, and shall not allow any of its Affiliates to, take any action that would reasonably be expected to result in an Order preventing the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or otherwise prevent, materially delay, impede or condition the expiration or termination of any applicable waiting period or agreement between the Parties and a Governmental Authority not to consummate the transactions contemplated by this Agreement or the Ancillary Agreements for a period of time, or the receipt of any required approval from any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after Whether or not the execution transactions contemplated by this Agreement are consummated, Buyer shall be responsible for all fees and payments (including filing fees and legal, economist and other professional fees) to any third party or any Governmental Authority in order to obtain any Consent, clearance, expiration or termination of a waiting period, authorization, order or approval pursuant to this Agreement, Section 7.3 (other than the fees of and payments to the legal and professional advisors of Sellers or the Company will submit to Group) and, in the event any Seller or the Company Group or any of its stockholders information and documents relating to (i) or their Affiliates pays any such fees or payments, Buyer shall, promptly upon request by such Sellers or the Company, reimburse the applicable Seller or the Company for the payment of such fees and payments.
(iie) Sellers shall use commercially reasonable efforts to obtain the Company’s business Consents set forth on Section 7.3(e) of the Disclosure Schedule and operations, (iii) Parent, (iv) Parent’s business and operationsBuyer shall, and (v) shall cause its Affiliates to, promptly provide such assistance as reasonably requested by Sellers in connection with the terms of this Agreement and foregoing. Notwithstanding the transactions contemplated herebyforegoing, in each case no event shall Sellers or any member of the Company Group be required to commence, defend or participate in form and substance satisfactory to Parent and its counsel and intended any Action, or offer or grant any additional consideration or other accommodation (ifinancial or otherwise) to facilitate compliance any third party in connection with Regulation D obtaining any such Consents. For the avoidance of doubt, failure to obtain such Consents shall not be deemed to be a breach of any covenant under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawsthis Agreement.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parentthe Buyer Parties. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. Financing. ---------
(a) Each party to this Agreement hereto shall use its commercially reasonable best 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 promptly consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreementhereby, including approval by the Board of Directors of the Company of the Share Purchases and the Redemption, and those consents set forth in the Shareholders Disclosure Schedule, the Company Disclosure Schedule or the Purchaser Disclosure Schedule; , as applicable, (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement hereto to consummate the transactions contemplated by this Agreement; hereby, and (iv) fulfill all conditions to the obligations of such party’s obligations parties under this Agreement. Each party to this Agreement hereto shall cooperate fully with the other parties to this Agreement hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third The parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent hereto shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a)6.6(a) hereof, to the extent required by applicable Law, each of Parent and the Company has filed party hereto shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each hereby within seven (7) Business Days of Parent and the Company date hereof, shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), In furtherance and not in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 limitation of the DGCL to all Stockholders not executing terms of Section 6.6(a) hereof, as promptly as practicable following the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of this Agreement by all of the Merger Consent parties hereto, the Purchaser shall take, or cause to be taken, all action necessary, proper or advisable to obtain all financing necessary to make the payments required under Article II hereof (including the Aggregate Share Purchase Price and the Aggregate Option Purchase Price), to pay all fees and expenses to be paid by the Purchaser in connection with the transactions contemplated hereby, and to satisfy any other payment obligations that the Purchaser may incur in connection with, and may be required in order to consummate, the transactions contemplated hereby, including the closing of the Bank Facility and the Repayment of all outstanding Senior Debt. The Purchaser hereby agrees that it shall not restrict amend (other than to extend the ability termination date thereof), waive, discharge or terminate any material provision of the Board of Directors Financing Commitment or any other agreement relating to the financing of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause transactions contemplated hereby without the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) prior written consent of the DGCLShareholders, which consent shall not be unreasonably withheld or delayed. In the event that any portion of such financing becomes unavailable, regardless of the reason therefor, the Purchaser shall use its commercially reasonable efforts to obtain alternative financing on substantially comparable or more favorable terms from other sources.
(d) As promptly as practicable after The Company shall timely effect a tax election under Section 338(h)(10) of the execution of this Agreement, Internal Revenue Code with respect to the acquisition by the Company will submit of Pioneer Plastics Corporation.
(e) The Shareholders and the Company shall cooperate with any reasonable requests of the Purchaser related to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms recording of this Agreement and the transactions contemplated herebyby this Agreement as a recapitalization for financial reporting purposes.
(f) The Purchaser shall use its commercially reasonable best efforts to negotiate an employment agreement contemplated by the term sheet included in Exhibit 7.2(f), in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance on terms consistent with Regulation D under the Securities Act of 1933, as amendedsuch term sheet, and (ii) shall deliver to facilitate Xx. Xxxxxx or his counsel an employment agreement that the Purchaser is prepared to have the Company or a Company Subsidiary execute in satisfaction of all requirements of applicable state and federal securities lawsthe condition set forth in Section 7.2(f).
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Panolam Industries Inc)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to the such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parentparties. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance of and not in limitation of the terms of Section 7.4(a6.5(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including use commercially reasonable efforts to obtain the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution adoption of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws by its shareholders to the Parentextent required by the OBCA for the consummation of the Merger. Promptly after Without limiting the generality of the foregoing, as promptly as practicable following the execution and delivery of this Agreement, the Company shall give notice submit this Agreement to the taking Company’s shareholders for adoption at a meeting of actions described in the Merger Consent Company’s shareholders or by written consent of the Company’s shareholders, which shall be called and held or solicited, as the case may be, in accordance with Section 228 the requirements of the DGCL to all Stockholders not executing OBCA and the Merger Company Articles of Incorporation and Company Bylaws (the “Company Shareholder Consent”). Notwithstanding anything foregoing The materials submitted to the contrary, execution and delivery of Company’s shareholders in connection with the Merger Company Shareholder Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders include information and documents relating to (i) regarding the Company, (ii) and a summary of the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the material terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawsMerger.
Appears in 1 contract
Samples: Merger Agreement (Astronics Corp)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its commercially reasonable best 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 Legal Requirements or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders Orders and approvals of, and give all notices to and make all filings with, all any Governmental Authorities Authority and other third parties (including the consents and filings described in this Section 5) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iii) of this Section 5.3(a) may be taken and the Closing may be consummated no later than the End Date. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders Orders and approvals, giving such notices, notices and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), The parties hereto agree that each of Parent Buyer and the Company has filed Sellers shall within a reasonable time after the execution of this Agreement, but in any event no later than ten Business Days following the execution of this Agreement, file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement and in connection with such filing, each of Parent Buyer and the Company Sellers (i) shall supply promptly any additional information and documentary material that may reasonably be requested by any Governmental Authority (including without limitation the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act or other Antitrust Law as necessary to consummate the transactions contemplated hereby and (ii) shall cooperate in connection with any filing under applicable antitrust Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority under any Antitrust Law. Each party shall promptly (A) supply the other with any information that may be required in order to effectuate such filings and subsequent submissions, and (B) supply any additional information that reasonably may be required by a Governmental Authority of any jurisdiction and which the parties may reasonably deem appropriate. No party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect to any such filings, investigation or other inquiry or Action without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, including the United States Federal Trade Commissionopportunity to attend or participate. The parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to the HSR Act or other Antitrust Division Laws. Each party shall (x) give the other party prompt notice of the United States Department commencement or threat of Justice, or the office commencement of any state attorney generalAction by or before any Governmental Authority with respect to the transactions contemplated by this Agreement, (y) keep the other party informed as to the status of any such Action or threat, and (z) promptly inform the other party of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws Notwithstanding anything to the Parent. Promptly after the execution of contrary in this Agreement, the Company shall give notice neither Buyer nor Sellers are required to the taking of actions described in the Merger Consent in accordance with Section 228 litigate or defend any litigation commenced under any Antitrust Laws by any Governmental Authority or any third party seeking to enjoin, delay or preclude any of the DGCL transactions contemplated by this Agreement or to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing seek to the contrary, execution and delivery of the Merger Consent shall not restrict lift or rescind any injunction or restraining Order or other Order adversely affecting the ability of the Board parties to consummate any transactions contemplated by this Agreement. Nor is Buyer or Sellers required to (i) sell or otherwise dispose of Directors or hold separate any assets, category of assets, operations or business of the Acquired Company thereafter Members or of Buyer or their Subsidiaries, (ii) terminate any existing relationships, contractual rights or obligations of the Acquired Company Members or Buyer or their respective Subsidiaries; (iii) terminate any venture or other arrangement; (iv) create any contractual rights or obligations of the Acquired Company Members or Buyer or their respective Subsidiaries; or (v) effectuate any other change or restructuring of the Acquired Company Member or Buyer or their respective Subsidiaries in order to terminate this Agreement in accordance with Section 9.1 hereof avoid an Order prohibiting the closing of the contemplated transaction or to obtain any approval or permission of any Governmental Authority for the contemplated transactions or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted expiration or termination of any waiting period under Section 251(d) of the DGCLany Antitrust Laws.
(d) As Buyer shall promptly as practicable after furnish to the execution Sellers, and Sellers shall promptly furnish to Buyer, copies of any notices or written communications received by Buyer or Sellers or any of their Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Buyer and Sellers shall each permit counsel to the Company will submit other parties an opportunity to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operationsreview in advance, and (v) Buyer and Sellers shall each consider in good faith the terms views of such counsel in connection with, any proposed written communications by Buyer and/or its Affiliates or Sellers or any of their Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement Agreement. Neither Buyer nor Sellers shall extend any waiting period or comparable period under the HSR Act or applicable Antitrust Law, or enter into any agreement with any Governmental Authority, without the prior written consent of all parties. Buyer agrees to provide the Sellers and their counsel and Sellers agree to provide to Buyer and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Buyer and/or any of its Affiliates, agents or advisors, or Sellers and/or any of its Affiliates on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Circor International Inc)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents authorizations, consents, orders, approvals, notices and filings set forth in the Company Disclosure Schedule; and (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to the such party’s obligations under this Agreement. Each party to this Agreement shall reasonably cooperate fully with the other parties Parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvalsand approvals from third parties, the Company shall not be required to make payments to any Person unless expressly required by the terms of any existing Contract between the Company and such Person, in which case any such payment shall be borne by the Company and deemed an Unpaid Company Transaction Expense.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with Promptly following the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution delivery of this Agreement, the Company shall give notice duly take all lawful action to obtain the taking Company Stockholder Approval pursuant to executed written consents (the “Written Consent”). The Company Board of actions described Directors shall make the Company Board Recommendation and shall not (i) withdraw, modify or qualify in any manner adverse to Parent such recommendation, or (ii) take any action or make any statement in connection with obtaining the Written Consent inconsistent with such recommendation (any of the foregoing a “Change in the Merger Consent Company Recommendation”); provided, however, that the Company Board of Directors may evaluate whether to make and may make a Change in accordance with Section 228 of the DGCL Company Recommendation prior to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict Written Consent, as applicable, and may make any statement required by Applicable Laws, if the ability of the Company Board of Directors determines in good faith, after consultation with outside legal counsel, that a Change in the Company Recommendation is necessary in order to comply with its fiduciary duties under the DGCL. Promptly following receipt of the Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Written Consent to Parent, together with a certificate executed on behalf of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause by its corporate Secretary certifying that such Written Consent reflects the Company to enter into an amendment to this Agreement Stockholder Approval.
(c) No later than five Business Days after the receipt by the Company of the Company Stockholder Approval pursuant to Section 11.10 hereof the Written Consent, the Company shall deliver notice thereof to the extent permitted under Section 251(dCompany Stockholders in compliance with Sections 228(e) and 262 of the DGCL.
(d) As promptly as practicable after . Prior to delivering any correspondence to the execution stockholders of this Agreementthe Company, the Company will submit shall provide drafts thereof to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business shall give Parent reasonable time to review and operations, comment thereon and (v) the terms of this Agreement and the transactions contemplated hereby, shall include any reasonable comments made by Parent in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawssuch correspondence.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its commercially reasonable best 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 law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all any Governmental Authorities Authority and other third parties (including the consents and filings described in this Section 7) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such partyParty’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 7.3 may be taken and the Closing may be consummated no later than the End Date. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, notices and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a)foregoing, each of Parent Buyer and the Sellers have made (and, in the case of the Sellers, caused the Company has filed to make) required filings pursuant to applicable Antitrust Laws, including the filing of a Notification and Report Form pursuant to the HSR Act Act, with respect to the transactions contemplated by this AgreementAgreement as promptly as practicable. Each of Parent Buyer, the Sellers and the Company shall supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under other applicable antitrust Antitrust Laws and in connection shall take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with resolving any investigation or other inquiry concerning respect to the transactions contemplated by this Agreement commenced under the HSR Act or any other applicable Antitrust Law, or if any action is instituted or threatened by any Governmental AuthorityAuthority or any private party challenging any of the transactions contemplated by this Agreement as violative of the HSR Act or any other Antitrust Law, including the United States Federal Trade CommissionBuyer, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement Sellers and the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws use reasonable best efforts to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCLpromptly resolve such objections.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents authorizations, consents, orders, approvals, notices and filings set forth in the Company Disclosure Schedule; and (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall reasonably cooperate fully with the other parties Parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvalsand approvals from third parties, the Company shall not be required to make payments to any Person unless expressly required by the terms of any existing Contract between the Company and such Person, in which case any such payment shall be borne by the Company and deemed an Unpaid Company Transaction Expense.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with Promptly following the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution delivery of this Agreement, the Company shall give notice duly take all lawful action to obtain the taking of actions described in Company Stockholder Approval pursuant to executed written consents (the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the “Written Consent”).The Company Board of Directors shall make the Company Board Recommendation and shall not (i) withdraw, modify or qualify in any manner adverse to Parent such recommendation, or (ii) take any action or make any statement in connection with obtaining the Written Consent inconsistent with such recommendation. Promptly following receipt of the Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Written Consent to Parent, together with a certificate executed on behalf of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause by its corporate Secretary certifying that such Written Consent reflects the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCLStockholder Approval.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement Parent and the Company each shall use its commercially reasonable efforts to (i1) 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 promptly consummate and make effective the transactions contemplated by this Agreement; , (ii2) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; , (iii3) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; , except in no event will Parent or the Company be required to defend through litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the transactions contemplated herein would violate any antitrust or competition Law, nor will either party be required to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain or prevent consummation of the transactions contemplated herein under the antitrust and competition Laws, and (iv4) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement Parent and the Company shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of Without limiting the terms generality or effect of Section 7.4(a5.5(a), within 10 calendar days after the date hereof, Parent shall file with the German Bundeskartellamt (the “BKartA”) its notification relating to the transactions contemplated herein as required by the GWB. As promptly as practicable and in any event prior to any relevant deadline, the Company and Parent each shall (A) supply the other with any additional information which may be required in order to effectuate such filing and (B) supply any additional information which reasonably may be required by the BKartA and which the parties may reasonably deem appropriate. The costs, fees and expenses incurred in connection with such filing under Section 5.5(b) shall be borne equally by Parent and the Company.
(c) Without limiting the generality or effect of Section 5.5(a), Parent and the Company has filed shall each (1) use its commercially reasonable efforts to obtain promptly (and in any event no later than the termination date) any clearance required under the GWB and any other NAI-1503806643v11 antitrust or competition Laws for the consummation of the transactions contemplated herein, (2) keep each other apprised on a Notification current basis of the status of any communications with, and Report Form pursuant any inquiries or requests for additional information from any governmental entities and shall comply promptly with any such inquiry or request, (3) use its commercially reasonable efforts to avoid or eliminate any impediment under any antitrust or competition Law that may be asserted by any Governmental Authority, or any other Person, with respect to the HSR Act transactions contemplated herein so as to enable the closing of the contemplated transactions to occur expeditiously (and in any event no later than the termination date), and (4) cause its respective inside and outside counsel to cooperate in good faith with counsel and other representatives of each other party hereto and use its commercially reasonable efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of any applicable waiting period at the earliest practicable dates (and in any event no later than the termination date), such commercially reasonable efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of any Governmental Authority and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities.
(d) Without limiting the generality or effect of Section 5.5(a), Parent and the Company shall (1) give each other prompt notice of the commencement of any legal or other proceeding by or before any Governmental Authority (including BKartA) with respect to the transactions contemplated by this Agreement, (2) promptly inform each other of any communication with any Governmental Authority regarding the transactions contemplated by this Agreement, and (3) keep each other informed as to the status of any such proceeding or communication. Each Except to the extent necessary to protect the attorney-client privilege or confidential, proprietary or competitively sensitive information of either Parent or the Company, Parent and the Company shall supply promptly any additional information consult and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate with each other in connection with any filing under applicable antitrust Laws and analysis, appearance, discussion, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Authority in connection with resolving any investigation proceeding or other inquiry concerning communication relating to the transactions contemplated by this Agreement commenced Agreement. To the extent allowable by any Governmental Government Authority, including and except to the United States Federal Trade Commissionextent necessary to protect the attorney-client privilege or confidential, the Antitrust Division proprietary or competitively sensitive information of the United States Department of JusticeCompany, Parent shall be permitted to participate in or the office of be present for any state attorney generalcommunications with any Government Authority.
(ce) Concurrently with Notwithstanding the execution of foregoing, nothing in this Agreement the Company (including this Section 5.5) shall provide an executed copy require, or be construed to require, Parent or any of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws its Affiliates to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating agree to (i) take any specific action before or after the CompanyClosing Date, relating to the operation or disposition of any assets, businesses or interests of Parent, the Company or any of their respective Affiliates including but not limited to selling, holding, divesting, discontinuing, limiting, or licensing; (ii) any conditions relating to, or changes or restrictions in, the Company’s operations or disposition of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business and operations, benefits to Parent of the transactions contemplated by this Agreement; or (iii) Parent, (iv) Parent’s business and operations, and (v) any material modification or waiver of the terms and conditions of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.Agreement. NAI-1503806643v11
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Energy Industries Inc)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate actionaction (including making payments, diverting assets, commencing litigation and modifying agreements with third parties), and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement and the Escrow Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the Escrow Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedulehereby and thereby; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreementhereby and thereby; and (iv) fulfill all conditions to such party’s obligations under this Agreement and the Escrow Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) Purchaser recognizes that certain consents to the transactions contemplated hereby or under the Escrow Agreement may have been or may be required from third parties, including parties to Material Contracts and Governmental Authorities. Purchaser agrees that none of Seller or any of its Affiliates shall have any liability whatsoever arising out of or relating to the failure to obtain any such consent or because of termination of any contract, permit, license or governmental authorization as a result thereof except to the extent that such liability results from the breach of a representation, warranty or covenant hereunder.
(c) In furtherance and not in limitation of the terms of Section 7.4(a5.4(a), to the extent required by applicable Law, each of Parent Purchaser and the Company has filed Seller shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent Agreement and the Company Escrow Agreement within five Business Days after the Agreement Date, shall seek early termination of all applicable waiting periods under the HSR Act, shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement and the Escrow Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing in this Agreement to the contrary, execution and delivery neither Purchaser nor any Affiliate thereof shall be required to (i) divest of any business, product lines or assets or (ii) agree to the Merger Consent shall not restrict imposition on any material limitation on the ability of Purchaser or any such Affiliate to (A) conduct its business, (B) exercise control of any assets or (C) acquire or exercise control over the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCLBusiness.
(d) As promptly as practicable after the execution of this AgreementPurchaser shall use reasonable best efforts to take, the Company will submit or cause to its stockholders information be taken, all actions and documents relating to do, or cause to be done, all things necessary, proper or advisable to (i) maintain in effect the CompanyCommitment Letters and to satisfy the conditions to obtaining the Financing set forth therein, (ii) enter into definitive financing agreements with respect to the Company’s business Financing as contemplated by the Commitment Letters (the “Financing Agreements”), so that the Financing Agreements are in effect as promptly as practicable but in any event no later than the Closing Date and operations, (iii) Parent, (iv) Parent’s business and operationsconsummate the Financing at or prior to Closing. Purchaser shall keep Seller informed of the status of the financing process relating thereto. If funds in the amounts set forth in, and (v) to be provided pursuant to, the Commitment Letters, or any portion thereof, become unavailable to Purchaser on the terms of this Agreement and conditions set forth therein, then Purchaser shall use its reasonable best efforts to obtain substitute financing as promptly as practicable on terms and conditions that are not in the transactions contemplated herebyaggregate less favorable to Purchaser or Xxxxxxx Holdings, LLC than those set forth in each case in form and substance satisfactory to Parent and its counsel and intended the Commitment Letters (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws“Substitute Financing”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Riddell Bell Holdings, Inc.)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly satisfy the conditions set forth in ARTICLE IX and to consummate and make effective the Purchase and Sale and the other transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iviii) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Each party shall use its commercially reasonable efforts to oppose any Governmental Order contemplated by this Section 8.1(a) or to have any Governmental Order contemplated by this Section 8.1(a) vacated or made inapplicable to the transactions contemplated by this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this AgreementAgreement (except as set forth in subsection (b) below), in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parentparties. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a8.1(a), to the extent required by applicable Law, each of Parent Buyer and the Company has filed shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within ten (10) Business Days of Parent and the Company date of this Agreement (including, in the case of Buyer, a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any U.S. state attorney general. Each Party will, and will cause its Affiliates to, use their commercially reasonable efforts to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of such filings. In furtherance and not in limitation of the foregoing, Buyer and the Company shall use commercially reasonable efforts to obtain the necessary regulatory approvals as soon as practicable and will cooperate fully with the other parties hereto in promptly seeking all regulatory approvals necessary to close the transactions contemplated by this Agreement, including but not limited to responding to or otherwise providing information in response to a Request for Additional Information and Documentary Material issued under the HSR Act; provided that Buyer will not be required to agree, and the Sellers and the Company will not agree without Buyer’s consent, to waive any rights to or accept any limitation on its operations that would reasonably be expected to have an adverse effect on the business, assets, results of operations or financial condition of the Company, Buyer or any Affiliate of Buyer or to dispose of any assets in connection with obtaining any such consent or authorization.
(c) Concurrently with Subject to applicable Laws (i) the execution parties shall keep one another promptly apprised of this Agreement the Company status of any proceeding under the HSR Act or other Antitrust Law relating to the Agreement, including any discussion or decision by Buyer to pull and refile the HSR; (ii) each party shall provide an executed copy promptly notify each other of Pace’s consent effecting all communications, inquiries or requests for additional information received from a Governmental Authority (including the Required Company Stockholder Vote (Antitrust Division of the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate United States Department of Incorporation Justice and the Company’s Bylaws United States Federal Trade Commission) relating to the Parent. Promptly after Agreement; (iii) to the execution of this Agreement, the Company extent practicable each party shall give all other parties advance notice of, and a meaningful opportunity to review, to the taking of actions described in extent lawfully permitted, all communications, filings, or other submissions to a Governmental Authority (including the Merger Consent in accordance with Section 228 Antitrust Division of the DGCL to all Stockholders not executing United States Department of Justice and the Merger Consent. Notwithstanding anything foregoing to United States Federal Trade Commission) under the contrary, execution HSR Act or any other applicable Antitrust Law; and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment (iv) no party to this Agreement pursuant shall agree to Section 11.10 hereof participate in any meeting or conference with any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted under Section 251(d) of by such Governmental Authority, gives the DGCLother parties the opportunity to attend and participate at such meeting or conference.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; Agreement and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings.
(b) Subject to Section 5.3(c), between the Agreement Date and the Closing Date, the Company shall use its commercially reasonable efforts to provide any notices to, or secure any consents from, third parties with respect to (i) the Contract listed on Schedule 3.6 (No. 2) and (ii) upon written request from Parent, any other Contract of the Company or any Company Subsidiary; provided, however, that the Company shall have no obligation to use its commercially reasonable efforts if Parent provides a new request in accordance with clause (ii) within five Business days of the Closing Date.
(c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such any consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties; provided, however, that the Company shall use its commercially reasonable efforts to get the respective third parties outside to agree to modify the terms and conditions of the ordinary course of business, and no such modifications shall be made to any Contract Contracts of the Company without or any Company Subsidiary, with such changes to be effective no earlier than the consent of ParentEffective Time, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is if reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of requested by Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each Subject to the terms and conditions of this Agreement, each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; , (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; Agreement and (iv) fulfill all conditions to the such party’s obligations under this Agreement. Each Subject to the terms and conditions of this Agreement, each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to (and without the prior written consent of Parent, no Acquired Company shall) make payments, commence litigation litigation, divest or hold separate any assets, enter into any settlement, consent decree or other agreement with any Governmental Authority or agree to modifications of to the terms and conditions of any agreements Contract with third parties outside parties. Subject to the terms and conditions of this Agreement, Parent shall not acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any equity interests therein if such acquisition would, or would reasonably be expected to, lead to any material delay in obtaining or materially increase the risk of not obtaining any approval under any antitrust Law necessary for the consummation of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to transactions contemplated by this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvalsAgreement.
(b) In furtherance and not in limitation of the terms of Section 7.4(a6.5(a), to the extent required by applicable Law (it being understood that as of the date of this Agreement, the parties do not believe such a filing is necessary under applicable Law), each of Parent and the Company has filed shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within ten (10) days of Parent and the Company date of this Agreement (including a joint request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the The Company shall provide an executed copy of Pace’s consent effecting duly take all lawful action to obtain the Required Company Stockholder Vote within twenty-four (24) hours after the execution and delivery hereof pursuant to executed written consents in the form attached as Exhibit B to the Equityholder Undertaking (the “Merger Written Consent”), . The materials submitted to the Company’s stockholders in accordance connection with the DGCLWritten Consent shall include the unanimous recommendation of the Company’s Board of Directors that the Company’s stockholders vote their shares of Company Capital Stock in favor of the adoption of this Agreement; provided however, that, prior to obtaining the Required Company Stockholder Vote, the Company’s Certificate Board of Incorporation and Directors may change such recommendation if the Company’s Bylaws Board of Directors determines that it must take such action in order to comply with its fiduciary duties under applicable Law; and provided further, that no such change shall relieve the ParentCompany of its obligation to seek the Written Consent pursuant to this Section 6.5(c). Promptly after following receipt of the execution of this AgreementWritten Consent, the Company shall give notice cause its corporate Secretary to deliver a copy of such Written Consent to Parent. No later than ten (10) days after the receipt by the Company of the Required Company Stockholder Vote pursuant to the taking of actions described in Written Consent, the Merger Consent in accordance with Section 228 of Company shall deliver notice thereof (the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing “Information Statement”) to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors stockholders of the Company thereafter to terminate this Agreement in accordance compliance with Section 9.1 hereof or to cause Sections 228(e) and 262 of the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof DGCL, to the extent permitted under Section 251(dapplicable. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement (if any) and any amendment or supplement thereto before they are mailed to the Equityholders, and the Company shall consider in good faith all comments of Parent and its counsel in connection therewith; provided, however, that Parent shall in no way be responsible for any of the DGCLcontent of the Information Statement except for information supplied in writing by Parent expressly for inclusion therein.
(d) As promptly as practicable after The Company shall use commercially reasonable efforts to enforce the execution obligations of this each Equityholder that is a party to the Amended and Restated Voting Agreement, dated as of June 3, 2010, by and among the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form Investors and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D Key Common Holders party thereto under the Securities Act Section 4 of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawssuch agreement.
Appears in 1 contract
Samples: Merger Agreement (Shire PLC)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each Subject to the terms and conditions of this Agreement, each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to the such party’s obligations under this Agreement. Each Subject to the terms and conditions of this Agreement, each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. .Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of to the terms and conditions of any agreements with third parties outside of the ordinary course of businessparties, and no such modifications shall be made to any Contract of the any Acquired Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the terms and conditions of this Agreement, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a7.5(a), to the extent required by applicable Law, each of Parent and the Company has filed shall file, or cause to be filed, a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement within five (5) Business Days of Parent and the Company date of this Agreement (including, in the case of Parent, a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act Act, and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with In furtherance of and not in limitation of the execution terms of Section 7.5(a), the Company shall use commercially reasonable efforts to obtain the adoption of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws by its stockholders to the Parentextent required by the DGCL for the consummation of the Merger. Promptly after Without limiting the generality of the foregoing, as promptly as practicable following the execution and delivery of this Agreement, the Company shall give notice submit this Agreement to the taking Company’s stockholders for adoption at a meeting of actions described in the Merger Consent Company’s stockholders or by written consent of the Company’s stockholders, which shall be called and held or solicited, as the case may be, in accordance with Section 228 the requirements of the DGCL to all Stockholders not executing and the Merger Company Certificate of Incorporation and Company Bylaws (the “Company Stockholder Meeting/Consent”). Notwithstanding anything foregoing The materials submitted to the contrary, execution and delivery of Company’s stockholders in connection with the Merger Company Stockholder Meeting/Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders include information and documents relating to (i) regarding the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated herebyMerger and the unanimous recommendation of the Company’s Board of Directors that the Company’s stockholders vote their shares of Company Capital Stock in favor of the adoption of this Agreement; provided, however, that the Company’s Board of Directors may change such recommendation if the Company’s Board of Directors determines that it must take such action in each case in form order to comply with its fiduciary duties under applicable Law; and substance satisfactory providedfurther, that no such change shall relieve the Company of its obligation to Parent call and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933hold or seek, as amendedthe case may be, and (ii) the Company Stockholder Meeting/Consent pursuant to facilitate satisfaction of all requirements of applicable state and federal securities lawsthis Section 7.5(c).
Appears in 1 contract
Samples: Merger Agreement (Middleby Corp)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party Subject to the terms and conditions of this Agreement Agreement, each of the Company and Parent shall use its commercially reasonable best 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 promptly consummate and make effective the transactions contemplated by this Agreement; , (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties Persons that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents authorizations, consents, orders, approvals, notices and filings set forth in the Company Disclosure Schedule; , (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; Agreement and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party Subject to the terms and conditions of this Agreement Agreement, the Company and Parent shall cooperate fully with the each other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary and except as otherwise expressly set forth in this Agreement, in connection with obtaining such consents authorizations, consents, orders and approvals from third parties, no party to this Agreement Acquired Company shall be required to make paymentspayments to any Person, commence litigation other than any payment required to be made pursuant to the terms of any Contract between an Acquired Company and such other Person.
(b) In furtherance and not in limitation of the terms of Section 6.5(a), (i) to the extent required by applicable Law, each of Parent and the Company shall file, or agree cause to modifications be filed, a Notification and Report Form pursuant to the HSR Act, with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date of this Agreement (including, in the case of Parent, a request for early termination of the applicable waiting period under the HSR Act), and (ii) each of Parent and the Company shall (A) supply the other or its outside counsel with any information that may be 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 Federal Trade Commission (the “FTC”), the Department of Justice (the “DOJ”) or other Governmental Authorities in which any such filings or submissions are made under the HSR Act, (C) use their respective reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable, (D) to the extent permitted by applicable Law or Governmental Authority, not make any notification in relation to the transactions contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authority, and such first party shall consider and take account of 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) 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, including (1) taking all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the transactions contemplated hereby to be consummated as soon as expeditiously possible, (2) agreeing to and effecting the sale, divestiture or disposition of assets or businesses of the Company or any of its Subsidiaries, (3) agreeing to and implementing any restrictions or actions that after the Closing Date would limit the freedom of the Surviving Company or any of its Subsidiaries action with respect to, or their ability to retain, one or more of its or its Subsidiaries’ businesses or assets, and (4) contesting, defending and appealing any Actions brought by a Governmental Authority, whether judicial or administrative, challenging or seeking to restrain or prohibit the consummation of the Merger or seeking to compel any divestiture by Parent, the Company or any of their respective Subsidiaries of shares of capital stock or of any business, assets or property, or to impose any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties or stock to avoid or eliminate any impediment under any Antitrust Law, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any order, judgment, decree, injunction, ruling or writ of any Governmental Authority in any Action that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated hereby. In furtherance of the foregoing and subject to the terms and conditions of any agreements with third parties outside of this Agreement, the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with Immediately following the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution delivery of this Agreement, the Company shall give notice duly take all lawful action, and shall use reasonable best efforts, to obtain the Required Company Stockholder Vote pursuant to executed written consents (the “Written Consent”) in the form attached hereto as Exhibit C. The materials submitted to the taking Company’s stockholders in connection with the Written Consent shall include the unanimous recommendation of actions described the Company’s Board of Directors that the Company’s stockholders vote their shares of Company Common Stock in favor of the Merger adoption of this Agreement. Promptly following receipt of the Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Written Consent in accordance with to Parent. Promptly after the receipt by the Company of the Required Company Stockholder Vote pursuant to the Written Consent, the Company shall deliver notice thereof and notice of appraisal rights under Section 228 262 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors stockholders of the Company thereafter to terminate this in compliance with Sections 228(e) and 262 of the DGCL. In connection therewith, the Company shall give notice of the exercise of its rights set forth in Section 3(e) of the Stockholders Agreement in accordance connection with and with respect to the transactions contemplated hereby (including the Merger) and take all actions reasonably necessary, advisable or appropriate in order to enforce its rights with respect to holders of shares of Company Common Stock under Section 9.1 hereof or 3(e) of the Stockholders Agreement (including, if necessary, to cause irrevocably waive any appraisal rights available to such holder of Company Common Stock with respect to the Company to enter into an amendment to this Agreement Merger pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) 262 of the DGCL).
(d) As promptly as practicable after Immediately following the execution and delivery of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operationsas sole stockholder of Merger Sub, and (v) the terms of shall adopt this Agreement and approve the Merger and the related transactions contemplated hereby, hereby in each case in form accordance with the DGCL and substance satisfactory to Parent Merger Sub’s certificate of incorporation and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawsbylaws.
Appears in 1 contract
Samples: Merger Agreement (Allscripts Healthcare Solutions, Inc.)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation an Action or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company or a Company Subsidiary without the consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned or delayed), or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation Promptly following the Company’s receipt of the terms consent of Section 7.4(a), each of Parent and the Stockholders effecting the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”)) in accordance with the DGCL, the Company Certificate of Incorporation and the Company Bylaws, the Company (i) shall provide an executed copy of the Merger Consent to Parent and (ii) shall provide notice, in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of the actions described in the Merger Consent in accordance with Section 228 of the DGCL therein to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board board of Directors directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 11.9 hereof to the extent permitted under Section 251(d) of by the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated hereby, in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.
Appears in 1 contract
Samples: Merger Agreement (Blackboard Inc)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its commercially reasonable best 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 law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all any Governmental Authorities Authority and other third parties (including the consents and filings described in this Section 6.3) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3(a) may be taken and the Closing may be consummated no later than the End Date. Each party to this Agreement shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, notices and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), The parties hereto acknowledge that each of Parent Buyer and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each Agreement prior to the date hereof and in connection with such filing, each of Parent Buyer and the Company (i) shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and other Persons necessary to consummate the transactions contemplated hereby, and (ii) shall cooperate in connection with any filing under applicable antitrust Laws laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, Justice or the office of any state attorney general. Each party shall promptly (A) supply the other with any information which may be required in order to effectuate such filings and (B) supply any additional information which reasonably may be required by a Governmental Authority of any jurisdiction and which the parties may reasonably US-DOCS\102662145.20 deem appropriate. No party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect to any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. The parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to the HSR Act or other antitrust laws. Each party shall (x) give the other party prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Authority with respect to the transactions contemplated by this Agreement, (y) keep the other party informed as to the status of any such Action or threat, and (z) promptly inform the other party of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement.
(c) Concurrently with the execution of this Agreement Buyer shall promptly furnish to the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws Seller Representative copies of any notices or written communications received by Buyer or any of its Affiliates from any third party or any Governmental Authority with respect to the Parent. Promptly after the execution of transactions contemplated by this Agreement, and Buyer shall permit counsel to the Company an opportunity to review in advance, and Buyer shall give notice consider in good faith the views of such counsel in connection with, any proposed written communications by Buyer and/or its Affiliates to any Governmental Authority concerning the taking of actions described in transactions contemplated by this Agreement; provided that Buyer shall not extend any waiting period or comparable period under the Merger Consent in accordance HSR Act or applicable similar foreign Legal Requirement or enter into any agreement with Section 228 any Governmental Authority without the written consent of the DGCL Seller Representative. Buyer agrees to all Stockholders not executing provide the Merger Consent. Notwithstanding anything foregoing Company, the Seller Representative and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Buyer and/or any of its Affiliates, agents or advisors, on the contraryone hand, execution and delivery of any Governmental Authority, on the Merger Consent shall not restrict other hand, concerning or in connection with the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCLtransactions contemplated hereby.
(d) As promptly as practicable after Notwithstanding the execution foregoing provisions of this Section 6.3 or any other provisions of this Agreement, the Company will submit to its stockholders information and documents relating but without otherwise limiting Buyer’s obligations set forth in paragraph (a) above, in no event shall Buyer or any of Buyer’s Affiliates be obligated to (i) sell, license or otherwise dispose of, or hold separate or agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Company Member after the CompanyClosing or any entity, facility or assets of Buyer or its Affiliates, (ii) the Company’s business terminate, amend or assign existing relationships or contractual rights and operationsobligations, (iii) Parentamend, assign or terminate existing licenses or other agreements or enter into such new licenses or other agreements, (iv) Parent’s business and operationsexcept as expressly provided in this Agreement, and enter into new contractual obligations, or (viv) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative: (A) challenging or seeking to restrain or prohibit the terms consummation of this Agreement and the transactions contemplated herebyherein, (B) seeking to prohibit or limit in each case any respect the ownership or operation by Buyer of a material portion of the assets or business of the Company or its Subsidiaries, or to require any such Person to dispose of or hold separate any portion of the assets or business of any Person as a result of the transactions contemplated herein, or (C) seeking to prohibit Buyer or any of its Affiliates from effectively controlling in form and substance satisfactory any respect all or any portion of the assets or business of the Company or its Subsidiaries. Except as expressly permitted by this Agreement, neither the Company, nor Sellers on behalf of the Company, shall do or agree to Parent and its counsel and intended do any of the things listed in (i) to facilitate compliance through (iv) above except with Regulation D under the Securities Act express prior written consent of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities laws.Buyer US-DOCS\102662145.20
Appears in 1 contract
Samples: Merger Agreement (Cimpress N.V.)
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement Party shall use its commercially reasonable best 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 law or otherwise to promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all any Governmental Authorities Authority and other third parties (including the consents and filings described in this Section 6) that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents set forth in the Company Disclosure Schedule; (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such partyParty’s obligations under this Agreement, in each case such that all of the actions described in clauses (i) through (iv) of this Section 6.3 may be taken and the Closing may be consummated no later than the End Date. Each party to this Agreement Party shall cooperate fully with the other parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, notices and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be The Parties made their respective filings required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to under the HSR Act with respect to the transactions contemplated by this Agreementon November 6, 2020. Each of Parent and the Company Party shall supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under other applicable antitrust Antitrust Laws and in connection shall use reasonable best efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting period under the HSR Act and to obtain approvals, consents and other confirmations required pursuant to any other Antitrust Laws as soon as practicable. If any objections are asserted with resolving any investigation or other inquiry concerning respect to the transactions contemplated by this Agreement commenced under the HSR Act or any other applicable Antitrust Law, or if any action is instituted or threatened by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division Authority or any private party challenging any of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution of this Agreement, the Company shall give notice to the taking of actions described in the Merger Consent in accordance with Section 228 of the DGCL to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict the ability of the Board of Directors of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause the Company to enter into an amendment to this Agreement pursuant to Section 11.10 hereof to the extent permitted under Section 251(d) of the DGCL.
(d) As promptly as practicable after the execution of this Agreement, the Company will submit to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business and operations, and (v) the terms of this Agreement and the transactions contemplated herebyby this Agreement as violative of the HSR Act or any other Antitrust Law, in each case in form Buyer, Seller and substance satisfactory the Companies shall use reasonable best efforts to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawspromptly resolve such objections.
Appears in 1 contract
Efforts; Consents; Regulatory and Other Authorizations. (a) Each party to this Agreement shall use its 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 promptly consummate and make effective the transactions contemplated by this Agreement; (ii) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement, including those consents authorizations, consents, orders, approvals, notices and filings set forth in the Company Disclosure Schedule; and (iii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iv) fulfill all conditions to such party’s obligations under this Agreement. Each party to this Agreement shall reasonably cooperate fully with the other parties Parties to this Agreement in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such consents from third parties, no party to this Agreement shall be required to make payments, commence litigation or agree to modifications of the terms and conditions of any agreements with third parties outside of the ordinary course of business, and no such modifications shall be made to any Contract of the Company without the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or to take any action that is reasonably likely to have a Material Adverse Effect on the Company or a material adverse effect on the business or assets of Parent. The parties to this Agreement shall not take any action that is reasonably likely to have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvalsand approvals from third parties, the Company shall not be required to make payments to any Person unless expressly required by the terms of any existing Contract between the Company and such Person, in which case any such payment shall be borne by the Company and deemed an Unpaid Company Transaction Expense.
(b) In furtherance and not in limitation of the terms of Section 7.4(a), each of Parent and the Company has filed a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of Parent and the Company shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority (including the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission) pursuant to the HSR Act and shall cooperate in connection with any filing under applicable antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Governmental Authority, including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or the office of any state attorney general.
(c) Concurrently with Promptly following the execution of this Agreement the Company shall provide an executed copy of Pace’s consent effecting the Required Company Stockholder Vote (the “Merger Consent”), in accordance with the DGCL, the Company’s Certificate of Incorporation and the Company’s Bylaws to the Parent. Promptly after the execution delivery of this Agreement, the Company shall give notice duly take all lawful action to obtain the Company Stockholder Approval pursuant to the taking Stockholder Written Consent. The Company Board of actions described Directors shall make the Company Board Recommendation and shall not (i) withdraw, modify or qualify in any manner adverse to Parent such recommendation, or (ii) take any action or make any statement in connection with obtaining the Stockholder Written Consent inconsistent with such recommendation (any of the foregoing a “Change in the Merger Consent Company Recommendation”); provided, however, that the Company Board of Directors may evaluate whether to make and may make a Change in accordance with Section 228 of the DGCL Company Recommendation prior to all Stockholders not executing the Merger Consent. Notwithstanding anything foregoing to the contrary, execution and delivery of the Merger Consent shall not restrict Stockholder Written Consent, as applicable, and may make any statement required by applicable Laws, if the ability of the Company Board of Directors determines in good faith, after consultation with outside legal counsel, that a Change in the Company Recommendation is necessary in order to comply with its fiduciary duties under the DGCL. Promptly following receipt of the Stockholder Written Consent, the Company shall cause its corporate Secretary to deliver a copy of such Stockholder Written Consent to Parent, together with a certificate executed on behalf of the Company thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause by its corporate Secretary certifying that such Stockholder Written Consent reflects the Company to enter into an amendment to this Agreement Stockholder Approval.
(c) No later than ten (10) days after the receipt by the Company of the Company Stockholder Approval pursuant to Section 11.10 hereof the Stockholder Written Consent, the Company shall deliver notice thereof to the extent permitted under Section 251(dCompany’s stockholders in compliance with Sections 228(e) and 262 of the DGCL.
(d) As promptly as practicable after . Prior to delivering any correspondence to the execution stockholders of this Agreementthe Company, the Company will submit shall provide drafts thereof to its stockholders information and documents relating to (i) the Company, (ii) the Company’s business and operations, (iii) Parent, (iv) Parent’s business shall give Parent reasonable time to review and operations, comment thereon and (v) the terms of this Agreement and the transactions contemplated hereby, shall include any reasonable comments made by Parent in each case in form and substance satisfactory to Parent and its counsel and intended (i) to facilitate compliance with Regulation D under the Securities Act of 1933, as amended, and (ii) to facilitate satisfaction of all requirements of applicable state and federal securities lawssuch correspondence.
Appears in 1 contract
