Efforts; Regulatory Filings. (a) Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Buyer or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and the consummation of the Contemplated Transactions. Seller shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with Buyer in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon the consummation of the Contemplated Transactions. (b) As soon as reasonably practicable following the date of this Agreement, and in any event within thirty (30) Business Days following the date of this Agreement, Seller shall cause the Company Broker-Dealer to prepare and submit a FINRA CMA consistent with the requirements of FINRA Rule 1017. Seller and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for the FINRA CMA, if applicable to such form of FINRA CMA. The form of the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayed. Each of Seller and Buyer shall (and shall cause its Affiliates to) provide promptly upon request to the other party all information required to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, and shall cause its Affiliates to, respond promptly to the other party hereto in regard to such requests to ensure compliance with any response period required by FINRA. (c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereof, subject to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller each shall (i) promptly supply the other party with any information which may be reasonably required in order to effectuate such filings and (ii) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ for additional information or documentation. Each of Buyer and Seller shall (x) promptly notify the other party of any material communication between that party and the FTC or the DOJ and, subject to applicable Law, discuss with and give a reasonable opportunity to the other party to review in advance any proposed written communication to any of the foregoing; (y) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between such party and its affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to the Contemplated Transactions and allow a reasonable opportunity to the other party to review in advance any proposed written correspondence. (d) Without limitation to the obligations set forth in Section 6.6(a), (i) Buyer shall prepare and submit the relevant filings required to seek the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in any event no later than twenty (20) days after the date hereof), and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d). (e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent or approval (including any Other Requisite Regulatory Approval) will not be obtained or that the receipt of any such approval will be materially delayed. (f) Not later than fifteen (15) Business Days following the date hereof, Seller shall notify Buyer whether any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shall, with the consent of Buyer (which may not be unreasonably withheld, conditioned or delayed), be deemed to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) of the Company Disclosure Schedule for all purposes of this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (Victory Capital Holdings, Inc.), Contribution Agreement (Victory Capital Holdings, Inc.)
Efforts; Regulatory Filings. (a) Buyer Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with Seller the other parties in doing, all things, things necessary, proper or advisable to consummate as promptly as practicable after and make effective, in the date hereof most expeditious manner practicable, the Contemplated Transactions, including submitting all required notices (i) the obtaining of clearance and obtaining approvals under the HSR Act and the taking of all necessary steps to obtain such HSR Act clearance and approvals, (ii) the obtaining of all necessary consents, approvals and clearances or waivers from Governmental Authorities third parties, (including iii) the Other Requisite Regulatory Approvals identified on Section 6.6(a) defending of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoingany Litigations, whether judicial or anything to the contrary in administrative, challenging this Agreement, in no event shall Buyer Agreement or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and the consummation of the Contemplated Transactions. Seller shall use its reasonable best efforts , including, seeking to takehave any stay, temporary restraining order or cause other injunctive relief or order entered by any court or other Governmental Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to be taken, all actions consummate the Contemplated Transactions and to dofully carry out the purposes of this Agreement. Without limiting the foregoing, the parties and their Subsidiaries and Affiliates shall not take or cause agree to take any action that would reasonably be done, and expected to assist and cooperate with Buyer result in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) any of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, Article VI not being satisfied or anything to the contrary in this Agreement, in no event shall Seller, the Company prevent or their respective Affiliates be required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon delay the consummation of the Contemplated Transactions.
(b) As soon as reasonably practicable following In furtherance and not in limitation of the date foregoing Section 5.3(a), each party undertakes and agrees to (i) make or cause to be made the registrations, declarations and filings required of such party under the HSR Act (in no event later than ten (10) Business Days from the execution of this Agreement) (“Antitrust Filing”), and in any event within thirty filing fees associated therewith shall be paid by Buyer and such initial Antitrust Filing from Buyer and Seller (30) Business Days following or the date of this Agreement, Seller shall cause the Company Broker-Dealer to prepare and submit a FINRA CMA consistent with the requirements of FINRA Rule 1017. Seller and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for the FINRA CMACompany, if applicable) shall request early termination of any applicable to such form of FINRA CMA. The form of waiting period under the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayedHSR Act. Each of Seller and Buyer the parties shall (and shall cause its Affiliates toi) provide promptly upon request subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for the Antitrust Filing, application or other filing to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, and shall cause its Affiliates to, respond promptly to be made by the other party hereto in regard to such requests to ensure compliance with any response period required by FINRA.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereof, subject to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the any applicable requirements of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed Law in connection with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller each shall (i) promptly supply the other party with any information which may be reasonably required in order to effectuate such filings and , (ii) respond as promptly as reasonably practicable to any inquiries and requests received from the FTC FTC, the Antitrust Division, any state attorney general or the DOJ other Governmental Authority for additional information or documentation. Each of Buyer documentation in connection with the Antitrust Filing, registrations, declarations and Seller shall (x) promptly notify the other party of any material communication between that party and the FTC filings or the DOJ and, subject to applicable Law, discuss with and give a reasonable opportunity respect to the Contemplated Transactions, and (iii) not extend any waiting period under the HSR Act or any other party to review in advance Antitrust Laws or enter into any proposed written communication to any of the foregoing; (y) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion agreement with the FTC, DOJ, the Antitrust Division or any other Governmental Authority with respect not to any filings, investigation or inquiry concerning consummate the Contemplated Transactions andTransactions, to except with the extent permitted by such Governmental Authority, give prior written consent of the other party the opportunity to attend and participate; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between such party and its affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to the Contemplated Transactions and allow a reasonable opportunity to the other party to review in advance any proposed written correspondence.
(d) Without limitation to the obligations set forth in Section 6.6(a), (i) Buyer shall prepare and submit the relevant filings required to seek the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in any event no later than twenty (20) days after the date hereof), and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent or approval (including any Other Requisite Regulatory Approval) will not be obtained or that the receipt of any such approval will be materially delayed.
(f) Not later than fifteen (15) Business Days following the date hereof, Seller shall notify Buyer whether any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shall, with the consent of Buyer (which may consent shall not be unreasonably withheld, conditioned or delayed). In furtherance and not in limitation of the foregoing, Buyer shall take any and all steps necessary to (A) resolve, avoid, or eliminate any impediment or objection, if any, under any Antitrust Law that may be deemed asserted by the FTC, the Antitrust Division, any state attorney general or any other Governmental Authority with respect to be added the Contemplated Transactions, or (B) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, Order or judgment that would prevent, prohibit, restrict or delay the consummation of the Contemplated Transactions, so to enable the parties hereto to close the Contemplated Transactions expeditiously (but in no event after the Termination Date). Without limiting the foregoing and subject to this Section 3.5(c)5.3, Section 4.4Buyer shall (x) propose, Section 6.6(anegotiate, commit to and effect, by consent decree, hold separate orders, or otherwise, the sale, divestiture, disposition, license of any assets, properties, products, product lines, services, businesses, or rights of Buyer, its Affiliates or their respective Subsidiaries or the Company or its Subsidiaries or any interest or interests therein, and (y) otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the assets, properties, products, product lines services, or businesses of Buyer, its Affiliates or their respective Subsidiaries or the Company or its Subsidiaries or any interest or interests therein, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Litigation, or any impediment under any Antitrust Law, which would otherwise have the effect of preventing the consummation of the Contemplated Transactions. In addition, Buyer shall defend through litigation on the merits any claim asserted in court by any party in order to avoid the entry of, or have vacated, lifted, reversed, overturned or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Closing prior to the consummation of the Contemplated Transactions, including pursuing all available avenues of administrative and Section 7.1(c) judicial appeal and all available legislative action. The Company shall agree, if requested by Buyer, to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, products, services, or assets of the Company Disclosure Schedule for all purposes or any of this Agreementits Subsidiaries, provided that any such action shall be conditioned upon the consummation of the Contemplated Transactions.
Appears in 1 contract
Efforts; Regulatory Filings. (a) Buyer and the Company shall their use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with Seller the other parties in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Buyer or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business None of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and the consummation of the Contemplated Transactions. Seller parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate any action with Buyer in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) intent of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon delaying the consummation of the Contemplated TransactionsTransactions without written consent of the other party.
(b) As soon as reasonably practicable following the date of this Agreement, and in any event within thirty (30) Business Days following the date of this Agreement, Seller shall cause the Company Broker-Dealer to prepare and submit a FINRA CMA consistent with the requirements of FINRA Rule 1017. Seller and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for the FINRA CMA, if applicable to such form of FINRA CMA. The form of the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayed. Each of Seller and Buyer shall (and shall cause its Affiliates to) provide promptly upon request to the other party all information required to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, and shall cause its Affiliates to, respond promptly to the other party hereto in regard to such requests to ensure compliance with any response period required by FINRA.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen thirty (1530) Business Days days after the date hereof, subject to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder, Buyer and the parties Company shall cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller the Company each shall (i) promptly supply the other party with any information which may be reasonably required in order to effectuate such filings and (ii) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ for additional information or documentation. Each of Buyer and Seller the Company shall (x) promptly notify the other party of any material communication between that party and the FTC or the DOJ and, subject to applicable Law, discuss with and give a reasonable opportunity to permit the other party to review in advance any proposed written communication to any of the foregoing; (y) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between such party them and its affiliates their Affiliates and their respective Representatives, representatives on the one hand, and any Governmental Authority or members of their respective staffs, staffs on the other hand, with respect to the Contemplated Transactions and allow a reasonable opportunity to the other party to review in advance any proposed written correspondenceTransactions.
(d) Without limitation to the obligations set forth in Section 6.6(a), (i) Buyer shall prepare and submit the relevant filings required to seek the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in any event no later than twenty (20) days after the date hereof), and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent or approval (including any Other Requisite Regulatory Approval) will not be obtained or that the receipt of any such approval will be materially delayed.
(f) Not later than fifteen (15) Business Days following the date hereof, Seller shall notify Buyer whether any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shall, with the consent of Buyer (which may not be unreasonably withheld, conditioned or delayed), be deemed to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) of the Company Disclosure Schedule for all purposes of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Victory Capital Holdings, Inc.)
Efforts; Regulatory Filings. (a) Buyer Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, and shall cause their Affiliates to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to cause their Affiliates to do, or cause to be done, and to assist and cooperate with Seller the other Parties in doing, all things, things reasonably necessary, proper or advisable to consummate and make effective, as promptly soon as practicable after the date hereof practicable, the Contemplated Transactions, including submitting (i) the obtaining of all required notices Governmental Consents and obtaining the making of all filings, registrations, or declarations, specified in Section 3.5 and Section 5.4 and the taking of all necessary steps to obtain such Governmental Consents and to make such registrations, (ii) the obtaining of all necessary consents, approvals and clearances or waivers from Governmental Authorities third parties, (including iii) the Other Requisite Regulatory Approvals identified on Section 6.6(a) defending of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoingany Litigations, whether judicial or anything to the contrary in administrative, challenging this Agreement, in no event shall Buyer Agreement or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and the consummation of the Contemplated Transactions. Seller shall use its reasonable best efforts , including, seeking to takehave any stay, temporary restraining order or cause other injunctive relief or order which may be entered by any Governmental Authority vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to be taken, all actions consummate the Contemplated Transactions and to dofully carry out the purposes of this Agreement. Without limiting the foregoing, or cause to be doneParent shall not, and shall cause its Subsidiaries and Affiliates not to, and the Company shall not and shall cause its Subsidiaries not to, take or agree to assist and cooperate with Buyer take any action that would reasonably be expected to result in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) any of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoingARTICLE VII not being satisfied or to impair, prevent or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon materially delay the consummation of the Contemplated Transactions.
(b) As soon In furtherance and not in limitation of Section 6.3(a), each of Parent and, where applicable, the Company undertakes and agrees to make or cause to be made the registrations, declarations and filings required of such Party under the HSR Act (in no event later than ten (10) Business Days from the execution of this Agreement) (the “Antitrust Filings”) with respect to the Contemplated Transactions as promptly as reasonably practicable following after the date of this Agreement, and in any event within thirty (30) Business Days following the date of this Agreement, Seller shall cause Parent and the Company Broker-Dealer to prepare and submit a FINRA CMA consistent with shall request early termination of any applicable waiting period under the requirements of FINRA Rule 1017. Seller and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for the FINRA CMA, if applicable to such form of FINRA CMA. The form of the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayedHSR Act. Each of Seller Parent and Buyer the Company shall (and shall cause its Affiliates toA) provide promptly upon request subject to applicable Law, furnish to the other party Party as promptly as reasonably practicable all information required for any Antitrust Filing, application or other filing to complete each FINRA CMA and respond be made by the other Party pursuant to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, and shall cause its Affiliates to, respond promptly to the other party hereto applicable Antitrust Law in regard to such requests to ensure compliance connection with any response period required by FINRA.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereof, subject to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller each shall , (i) promptly supply the other party with any information which may be reasonably required in order to effectuate such filings and (iiB) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ Antitrust Division for additional information or documentationdocumentation and to all inquiries and requests received from any state attorney general or other Governmental Authority in connection with such Antitrust Filings, registrations, declarations and filings or with respect to the Contemplated Transactions, and (C) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the Contemplated Transactions, except with the prior written consent of the other Parties hereto (which consent shall not be unreasonably withheld or delayed). In furtherance and not in limitation of the foregoing, Parent shall, and shall cause its Affiliates to, take any and all steps reasonably necessary to (i) resolve, avoid, or eliminate any impediment or objection, if any, under any Antitrust Law that may be asserted by the FTC, the Antitrust Division, any state attorney general or any other Governmental Authority with respect to the Contemplated Transactions, and (ii) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any Order that would prevent, prohibit, restrict or delay the consummation of the Contemplated Transactions, so to enable the Parties to close the Contemplated Transactions expeditiously (but in no event after the Termination Date); provided that nothing in this Agreement will require Parent or Merger Sub, or any of their respective Affiliates to offer, accept or agree, or commit to agree, to a Divestiture Condition; provided, further the Company Group shall not, without Parent’s prior written consent, offer, accept or agree, or commit to agree, to any Divestiture Condition. Parent and the Company shall share equally any filing fees required under Antitrust Laws, including the HSR Act.
(c) Each of Buyer and Seller Party shall (xi) promptly notify the other party Parties of any material communication between or any Divestiture Request to that party and Party from the FTC FTC, the Antitrust Division, any state attorney general or any other Governmental Authority in respect of any Antitrust Filing, investigation, inquiry, presentations, analyses, appearances, memoranda, briefs, arguments, opinions, proposals or other proceeding relating to the DOJ Contemplated Transactions and, subject to applicable Law, discuss with and give a reasonable opportunity to permit the other party Party (and its counsel) to review in advance advance, and consider in good faith the other Party’s reasonable comments in connection with any proposed written communication to any of the foregoing; (yii) consult with the other party, not participate or agree to the extent practicable, in advance of participating participate in any substantive meeting meeting, telephone call, or discussion with the FTC, DOJ, or any other Governmental Authority with in respect to of any filingsAntitrust Filing, investigation or inquiry concerning this Agreement or the Contemplated Transactions unless it consults in good faith with the other Party in advance and, to the extent permitted by such Governmental Authority, give gives the other party Party reasonable advance notice and the opportunity to attend and participateparticipate thereat; and (ziii) to the extent practicable and subject to applicable Law, furnish the other party Party promptly with copies of all written correspondence correspondence, filings, and communications (and memoranda setting forth the substance thereof) between such party them and its affiliates their Affiliates and their respective Representatives, Representatives on the one hand, and any Governmental Authority or members of their respective staffs, staffs on the other hand, with respect to this Agreement and the Contemplated Transactions; and (iv) act in good faith and reasonably cooperate with the other Party in connection with any Antitrust Filings, registrations, declarations and filings concerning this Agreement or the Contemplated Transactions and allow a reasonable opportunity in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act or any other Antitrust Law with respect to any such Antitrust Filing registration, declaration and filing or the other party Contemplated Transactions; provided, that each Party may, as each deems advisable and necessary, reasonably designate competitively sensitive material provided under this Section 6.3 as “outside counsel only material” and may redact materials to review in advance any proposed written correspondenceremove references concerning the valuation of the Company or to address privilege or confidentiality or business secrets concerns.
(d) Without limitation Parent shall not, and shall cause its Subsidiaries and Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the obligations set forth in Section 6.6(a)assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) Buyer shall prepare and submit impose any material delay in the relevant filings required obtaining of, or increase the risk of not obtaining, any authorizations, consents, Orders, declarations or approvals of any Governmental Authority necessary to seek consummate the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following Contemplated Transactions or the date hereof (and in expiration or termination of any event no later than twenty (20) days after the date hereof)applicable waiting period, and (ii) Buyer and Seller shall take increase the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each risk of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for entering an Order prohibiting the consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent Contemplated Transactions, or approval (including any Other Requisite Regulatory Approvaliii) will not be obtained or that delay the receipt consummation of any such approval will be materially delayed.
(f) Not later than fifteen (15) Business Days following the date hereof, Seller shall notify Buyer whether any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shall, with the consent of Buyer (which may not be unreasonably withheld, conditioned or delayed), be deemed to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) of the Company Disclosure Schedule for all purposes of this AgreementTransactions.
Appears in 1 contract
Efforts; Regulatory Filings. (a) Buyer Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with Seller the other parties in doing, all things, things necessary, proper or advisable to consummate as promptly as practicable after and make effective, in the date hereof most expeditious manner practicable, the Contemplated Transactions, including submitting all required notices (i) the obtaining of clearance and obtaining approvals under the HSR Act and the taking of all necessary steps to obtain such HSR Act clearance and approvals, (ii) the obtaining of all necessary consents, approvals and clearances or waivers from Governmental Authorities third parties, (including iii) the Other Requisite Regulatory Approvals identified on Section 6.6(a) defending of any Litigations, whether judicial or administrative, challenging this Agreement or the consummation of the Company Disclosure ScheduleContemplated Transactions, including, seeking to have any stay, temporary restraining order or other injunctive relief or order entered by any court or other Governmental Authority vacated or reversed, and (iv) the execution and satisfying delivery of any additional instruments necessary to consummate the respective Contemplated Transactions and to fully carry out the purposes of this Agreement. Without limiting the foregoing, the parties and their Subsidiaries and Affiliates shall not take or agree to take any action that would reasonably be expected to result in any of the conditions set forth in Article VII. Notwithstanding the foregoing, Article VI not being satisfied or anything to the contrary in this Agreement, in no event shall Buyer prevent or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and delay the consummation of the Contemplated Transactions. Seller shall use its reasonable best efforts EXECUTION VERSION
(b) In furtherance and not in limitation of the foregoing Section 5.3(a), each party undertakes and agrees to take, (i) make or cause to be takenmade the registrations, declarations and filings required of such party under the HSR Act (in no event later than ten (10) Business Days from the execution of this Agreement) (“Antitrust Filing”), and any filing fees associated therewith shall be paid by Buyer and such initial Antitrust Filing from Buyer and Seller (or the Company, if applicable) shall request early termination of any applicable waiting period under the HSR Act. Each of the parties shall (i) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all actions and to doinformation required for the Antitrust Filing, application or cause other filing to be donemade by the other party pursuant to any applicable Law in connection with the Contemplated Transactions, and to assist and cooperate with Buyer in doing, all things, necessary, proper or advisable to consummate (ii) respond as promptly as practicable to any inquiries and requests received from the FTC, the Antitrust Division, any state attorney general or other Governmental Authority for additional information or documentation in connection with the Antitrust Filing, registrations, declarations and filings or with respect to the Contemplated Transactions, and (iii) not extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with the FTC, the Antitrust Division or any other Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed). In furtherance and not in limitation of the foregoing, Buyer shall take any and all steps necessary to (A) resolve, avoid, or eliminate any impediment or objection, if any, under any Antitrust Law that may be asserted by the FTC, the Antitrust Division, any state attorney general or any other Governmental Authority with respect to the Contemplated Transactions, or (B) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, Order or judgment that would prevent, prohibit, restrict or delay the consummation of the Contemplated Transactions, so to enable the parties hereto to close the Contemplated Transactions expeditiously (but in no event after the date hereof Termination Date). Without limiting the foregoing and subject to this Section 5.3, Buyer shall (x) propose, negotiate, commit to and effect, by consent decree, hold separate orders, or otherwise, the sale, divestiture, disposition, license of any assets, properties, products, product lines, services, businesses, or rights of Buyer, its Affiliates or their respective Subsidiaries or the Company or its Subsidiaries or any interest or interests therein, and (y) otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the assets, properties, products, product lines services, or businesses of Buyer, its Affiliates or their respective Subsidiaries or the Company or its Subsidiaries or any interest or interests therein, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Litigation, or any impediment under any Antitrust Law, which would otherwise have the effect of preventing the consummation of the Contemplated Transactions. In addition, Buyer shall defend through litigation on the merits any claim asserted in court by any party in order to avoid the entry of, or have vacated, lifted, reversed, overturned or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Closing prior to the consummation of the Contemplated Transactions, including submitting pursuing all required notices available avenues of administrative and obtaining judicial appeal and all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the available legislative action. The Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoingshall agree, if requested by Buyer, to divest, hold separate or anything to the contrary in this Agreement, in no event shall Seller, the Company otherwise take or their respective Affiliates be required commit to take any actions or accept any remedies action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, products, services, or assets of the Company or any other Affiliate of Seller under this Section 6.6 its Subsidiaries, provided that are not any such action shall be conditioned upon the consummation of the Contemplated Transactions.
(b) As soon as reasonably practicable following the date of this Agreement, and in any event within thirty (30) Business Days following the date of this Agreement, Seller shall cause the Company Broker-Dealer to prepare and submit a FINRA CMA consistent with the requirements of FINRA Rule 1017. Seller and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for the FINRA CMA, if applicable to such form of FINRA CMA. The form of the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayed. Each of Seller and Buyer shall (and shall cause its Affiliates to) provide promptly upon request to the other party all information required to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, and shall cause its Affiliates to, respond promptly to the other party hereto in regard to such requests to ensure compliance with any response period required by FINRA.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereof, subject to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller each shall (i) promptly supply the other party with any information which may be reasonably required in order to effectuate such filings and (ii) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ for additional information or documentation. Each of Buyer and Seller shall (x) promptly notify the other party of any material communication between that party and the FTC or the DOJ and, subject to applicable Law, discuss with and give a reasonable opportunity to the other party to review in advance any proposed written communication to any of the foregoing; (y) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between such party and its affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to the Contemplated Transactions and allow a reasonable opportunity to the other party to review in advance any proposed written correspondence.
(d) Without limitation to the obligations set forth in Section 6.6(a), (i) Buyer shall prepare and submit the relevant filings required to seek the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in any event no later than twenty (20) days after the date hereof), and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent or approval (including any Other Requisite Regulatory Approval) will not be obtained or that the receipt of any such approval will be materially delayed.
(f) Not later than fifteen (15) Business Days following the date hereof, Seller shall notify Buyer whether any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shall, with the consent of Buyer (which may not be unreasonably withheld, conditioned or delayed), be deemed to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) of the Company Disclosure Schedule for all purposes of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement
Efforts; Regulatory Filings. (a) Buyer shall On the terms and subject to the conditions of this Agreement, each of Seller and the Company will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to satisfy the conditions to the Closing (and refrain from taking any action that would reasonably be expected to assist have the effect of materially delaying, preventing or impeding the Closing); provided, that notwithstanding this sentence and cooperate with Seller in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities without limiting any other covenant (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing7.01), agreement, remedy (including Section 13.18), representation or anything to the contrary warranty in this Agreement, nothing in no event shall Buyer or its Affiliates be required to take any actions under this Section 6.6(a7.03 shall require Seller, the Company or any of its Subsidiaries, or any of their respective Affiliates to cure any (i) breach of, or 6.6(b) that would be reasonably expected toinaccuracy in, individually any of the representations and warranties in Article IV, Article V or in the aggregateany Ancillary Agreement or (ii) any Material Adverse Change. Subject to Section 10.04, have a material adverse effect on the combined business each of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions Seller and the consummation of the Contemplated Transactions. Seller Company shall (x) use its reasonable best efforts to take, make or cause to be taken, made all actions filings and submissions under any Laws or regulations applicable to do, or cause to be done, and to assist and cooperate with Buyer in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be any of its Subsidiaries required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon for the consummation of the Contemplated Transactionstransactions contemplated herein, (y) reasonably coordinate and cooperate with Parent in exchanging such information and providing such assistance as Parent may reasonably request in connection with all of the foregoing, including, to the extent legally permissible, allowing Parent to review and comment upon such filings and submissions, and (z) supply promptly any additional information and documentary material that may be reasonably requested in connection with such filings, make any further filings pursuant thereto that may be necessary in connection therewith and take all actions reasonably necessary to obtain all required clearances. For the avoidance of doubt, nothing in this Section 7.03 shall limit the obligations of the Seller or the Company pursuant to Section 10.04 of this Agreement.
(b) As soon as reasonably practicable following after the date of this Agreement, and in any event within thirty (30) Business Days following the date of this Agreement, Seller shall cause the Company Broker-Dealer shall submit to prepare the United States Defense Counterintelligence and submit Security Agency (“DCSA”) and, to the extent applicable, any other Governmental Body, a FINRA CMA consistent notification of the transfer of ownership contemplated hereby in accordance with NISPOM, and the requirements of FINRA Rule 1017other applicable national or industrial security regulations (the “DCSA Notification”). Seller The Company shall reasonably cooperate with Parent in preparing the DCSA Notification and Buyer any other submissions to DCSA required by NISPOM as soon as reasonably practical, and Parent shall have the right to approve the DCSA Notification before its submission. The Company and Parent shall use their commercially reasonable efforts to obtain “Fast Track” treatment approval from DCSA as promptly as practicable for the FINRA CMA, if applicable to such form continuation of FINRA CMA. The form of the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayed. Each of Seller and Buyer shall (and shall cause its Affiliates to) provide promptly upon request to the other party all information required to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, and shall cause its Affiliates to, respond promptly to the other party hereto in regard to such requests to ensure compliance with any response period required by FINRAnecessary U.S. government facility security clearances.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereofof this Agreement, subject the Company and its Subsidiaries shall use good faith efforts to develop and initiate a plan in respect of the actions described on Schedule 7.03(c) prior to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunderClosing Date (such plan, the parties shall cause to be filed with the United States Federal Trade Commission (“FTCRemediation Plan”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller each shall (i) promptly supply the other party with any information which may be reasonably required in order to effectuate such filings and (ii) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ for additional information or documentation. Each of Buyer and Seller shall (x) promptly notify the other party of any material communication between that party and the FTC or the DOJ and, subject to applicable Law, discuss with and give a reasonable opportunity to the other party to review in advance any proposed written communication to any of the foregoing; (y) consult with the other party, to the extent practicable, (and consider in advance of participating in good faith any substantive meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate; and (zcomments from) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between such party and its affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, Parent with respect to the Contemplated Transactions development of the Remediation Plan. The Parties acknowledge and allow a reasonable opportunity to the other party to review in advance any proposed written correspondence.
(d) Without limitation to the obligations set forth in Section 6.6(a), agree that (i) Buyer none of the development, initiation or completion of any step in the Remediation Plan are a condition to Closing and shall prepare and submit not affect the relevant filings required to seek timing of the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in any event no later than twenty (20) days after the date hereof)Closing, and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent or approval (including any Other Requisite Regulatory Approval) will not be obtained or that the receipt of any such approval will be materially delayed.
(f) Not later than fifteen (15) Business Days following the date hereof, Seller shall notify Buyer whether any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shall, with the consent of Buyer (which may not be unreasonably withheld, conditioned or delayed), be deemed to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) no failure of the Company Disclosure Schedule and its Subsidiaries to develop, initiate or complete any step in the Remediation Plan shall (a) be taken into consideration for all purposes of determining satisfaction of Section 3.01(c), or (b) constitute a breach of this AgreementAgreement in any respect, including for which the remedies described in Section 9.02 and Section 13.8 are available.
Appears in 1 contract
Efforts; Regulatory Filings. (a) Buyer Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with Seller the other Parties in doing, all things, things necessary, proper or advisable to consummate as promptly as practicable after and make effective, in the date hereof most expeditious manner practicable, the Contemplated Transactions, including submitting (i) the obtaining of all required notices Governmental Consents and obtaining the making of all filings, registrations or declarations, specified in Section 3.5 and Section 4.4 and the taking of all necessary steps to obtain such Governmental Consents and to make such registrations, (ii) the obtaining of all necessary consents, approvals and clearances or waivers from Governmental Authorities third parties, (including iii) the Other Requisite Regulatory Approvals identified on Section 6.6(a) defending of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoingany Litigations, whether judicial or anything to the contrary in administrative, challenging this Agreement, in no event shall Buyer Agreement or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and the consummation of the Contemplated Transactions. Seller shall use its reasonable best efforts , including seeking to takehave any stay, temporary restraining order or cause other injunctive relief or order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to be taken, all actions consummate the Contemplated Transactions and to do, or cause to be done, and to assist and cooperate with Buyer in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after fully carry out the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) purposes of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VIIthis Agreement. Notwithstanding Without limiting the foregoing, Parent shall not, and shall cause its Subsidiaries and Affiliates not to, take or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be required agree to take any actions action that could reasonably be expected to prevent or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon materially delay the consummation of the Contemplated Transactions.
(b) As soon In furtherance and not in limitation of Section 5.3(a), each of Parent and the Company undertakes and agrees to make or cause to be made the registrations, declarations and filings required of such party under the HSR Act and any other Antitrust Laws listed in Schedule 5.3(b) (collectively, the “Antitrust Filings”) with respect to the Contemplated Transactions as promptly as reasonably practicable following after the date of this Agreement (and, with respect to the HSR Act, in no event later than ten (10) Business Days from the date of this Agreement), and in any event within thirty (30) Business Days following the date of this Agreementand all filing fees associated therewith shall be paid by Parent, Seller shall cause and Parent and the Company Broker-Dealer to prepare and submit a FINRA CMA consistent with the requirements of FINRA Rule 1017. Seller and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for the FINRA CMArequest early termination, if applicable to such form of FINRA CMA. The form of the FINRA CMA shall be subject to the approval extent available, of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayedany applicable waiting period under the HSR Act. Each of Seller Parent and Buyer the Company shall (and shall cause its Affiliates toi) provide promptly upon request subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any Antitrust Filing, application or other filing to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, and shall cause its Affiliates to, respond promptly to be made by the other party hereto in regard to such requests to ensure compliance with any response period required by FINRA.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereof, subject to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the any applicable requirements of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed Law in connection with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer , provided, that each party may, as each deems advisable and Seller each shall (i) promptly supply necessary, reasonably designate competitively sensitive material as “outside counsel only material” and may redact materials to remove references concerning the other party with any information which may be reasonably required in order valuation of the Company or to effectuate such filings and address privilege or confidentiality or business secrets concerns, (ii) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ Antitrust Division for additional information or documentationdocumentation and to all inquiries and requests received from any state attorney general or other Governmental Authority in connection with such Antitrust Filings, registrations, declarations and filings or with respect to the Contemplated Transactions and (iii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the Contemplated Transactions, except with the prior written consent of the other Parties hereto (which consent shall not be unreasonably withheld or delayed). Without limiting the generality of the foregoing, Parent shall, and shall cause its Affiliates to, use reasonable best efforts to take any and all steps necessary to (1) resolve, avoid, or eliminate any impediment or objection, if any, under any Antitrust Law that may be asserted by the FTC, the Antitrust Division, any state attorney general or any other Governmental Authority with respect to the Contemplated Transactions and (2) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, Order or judgment that would prevent, prohibit, restrict or delay the consummation of the Contemplated Transactions, so to enable the Parties to close the Contemplated Transactions expeditiously (but in no event after the Termination Date). In furtherance and not in limitation of the foregoing, Parent shall, and shall cause its Affiliates to, (A) propose, negotiate, commit to and effect, by consent decree, holding separate orders or otherwise, the sale, divestiture, disposition or license of any assets, properties, products, product lines, services, businesses or rights of Parent, its Affiliates, the Company or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or any interest(s) therein and (B) otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the assets, properties, products, product lines, services or businesses of Parent, its Affiliates, the Company or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or any interest(s) therein, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Litigation under any Antitrust Law, or to resolve, avoid or eliminate any impediment under any Antitrust Law, in each case which would otherwise have the effect of preventing the consummation of the Contemplated Transactions. In addition, Parent shall defend through litigation on the merits any claim asserted in court by any party or Governmental Authority under any Antitrust Law in order to avoid the entry of, or have vacated, lifted, reversed, overturned or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Closing prior to the consummation of the Contemplated Transactions, including pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Company shall agree, if (and solely if) requested by Parent, to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, products, services or assets of the Company Group; provided, that any such action shall be conditioned upon the consummation of the Merger and the Contemplated Transactions.
(c) Each of Buyer and Seller party shall (xi) promptly notify the other party of any material communication between to that party and from the FTC FTC, the Antitrust Division, any state attorney general or any other Governmental Authority in respect of any Antitrust Filing, investigation, inquiry, presentations, analyses, appearances, memoranda, briefs, arguments, opinions, proposals or other proceeding relating to the DOJ Contemplated Transactions and, subject to applicable Law, discuss with and give a reasonable opportunity to permit the other party (and its counsel) to review in advance advance, and consider in good faith the other party’s reasonable comments in connection with any proposed written communication to any of the foregoing; , (yii) consult with the other party, not participate or agree to the extent practicable, in advance of participating participate in any substantive meeting meeting, telephone call or discussion with the FTC, DOJ, or any other Governmental Authority with in respect to of any filingsAntitrust Filing, investigation or inquiry concerning this Agreement or the Contemplated Transactions unless it consults in good faith with the other party in advance and, to the extent permitted by such Governmental Authority, give gives the other party reasonable advance notice and the opportunity to attend and participate; and participate thereat, (ziii) to the extent practicable and subject to applicable Law, furnish the other party promptly with copies of all written correspondence correspondence, filings and communications (and memoranda setting forth the substance thereof) between such party them and its affiliates their Affiliates and their respective Representatives, Representatives on the one hand, and any Governmental Authority or members of their respective staffs, staffs on the other hand, with respect to this Agreement and the Contemplated Transactions and allow a reasonable opportunity to (iv) act in good faith and reasonably cooperate with the other party in connection with any Antitrust Filings, registrations, declarations and filings concerning this Agreement or the Contemplated Transactions and in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act or any other Antitrust Law with respect to review in advance any proposed written correspondencesuch Antitrust Filing registration, declaration and filing or the Contemplated Transactions; provided, that each party may, as each deems advisable and necessary, reasonably designate competitively sensitive material provided under this Section 5.3 as “outside counsel only material” and may redact materials to remove references concerning the valuation of the Company or to address privilege, valuation or confidentiality or business secrets concerns.
(d) Without limitation Parent shall not, and shall cause its Subsidiaries and Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the obligations set forth in Section 6.6(a)assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) Buyer shall prepare and submit impose any material delay in the relevant filings required to seek obtaining of, or increase the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in risk of not obtaining, any event no later than twenty (20) days after the date hereof)authorizations, and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Lawconsents, and subject to Section 6.3(f)orders, each declarations or approvals of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of necessary to consummate the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent or approval (including any Other Requisite Regulatory Approval) will not be obtained the expiration or that the receipt termination of any such approval will be applicable waiting period, (ii) materially delayed.
(f) Not later than fifteen (15) Business Days following increase the date hereof, Seller shall notify Buyer whether risk of any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than Authority entering an order prohibiting the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result consummation of the change of control of Company Adviser that will result upon transactions contemplated hereby or (iii) materially delay the Closing). Any such additional Governmental Consents determined to be required by Seller shall, with the consent of Buyer (which may not be unreasonably withheld, conditioned or delayed), be deemed to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) consummation of the Company Disclosure Schedule for all purposes of this Agreementtransactions contemplated hereby.
Appears in 1 contract
Efforts; Regulatory Filings. (a) Buyer Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with Seller the other Parties in doing, all things, things necessary, proper or advisable to consummate as promptly as practicable after and make effective, in the date hereof most expeditious manner practicable, the Contemplated Transactions, including submitting all required notices and (i) the obtaining of all necessary Governmental Consents and all necessary consents, approvals or waivers from third parties and clearances from Governmental Authorities (including ii) the Other Requisite Regulatory Approvals identified on Section 6.6(a) execution and delivery of any additional instruments necessary to consummate the Contemplated Transactions and to fully carry out the purposes of this Agreement as soon as reasonably practicable. Without limiting the foregoing, none of the Company Disclosure Schedule) and satisfying Parties shall take or agree to take any action that could reasonably be expected to result in any of the respective conditions set forth in Article VII. Notwithstanding the foregoing, Article VII not being satisfied or anything to the contrary in this Agreement, in no event shall Buyer prevent or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business materially delay consummation of the Company Contemplated Transactions.
(b) Each of Buyer, the Constituent Companies and its Subsidiaries and Buyer and its Subsidiaries after giving effect Largus shall (i) respond as promptly as practicable to such actions and any inquiries or requests received from the FTC, the Antitrust Division, any state attorney general or other Governmental Authority in connection with the Contemplated Transactions; (ii) not enter into any agreement with the FTC, the Antitrust Division or any other Governmental Authority which prohibits the consummation of the Contemplated Transactions, except with the prior written consent of the other Parties hereto, (iii) promptly notify the other Party of any material communication to that Party from the FTC, the Antitrust Division, any state attorney general or any other Governmental Authority in respect of any investigation, inquiry or other proceeding relating to the Contemplated Transactions and, subject to applicable Law, discuss with and permit the other Party (and its counsel) to review in advance, and consider in good faith the other Party’s reasonable comments in connection with any proposed written communication to any of the foregoing; (iv) not initiate, participate or agree to participate in any substantive meeting, telephone call, or discussion with any Governmental Authority concerning this Agreement or the Contemplated Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat; and (vi) act in good faith and reasonably cooperate with the other Party in connection with resolving any investigation or other inquiry of any Governmental Authority with respect to this Agreement or the Contemplated Transactions.
(c) Notwithstanding any other provision of this Section 6.3, Buyer shall not be required to proffer or consent to a governmental Order providing for the sale or other disposition, or the holding separate, of any assets, categories of assets or lines of business, of Buyer or its Affiliates (including the business and assets of the Constituent Companies). Seller The Parties expressly acknowledge and agree that the entry by any Governmental Authority of an Order permitting the consummation of the Contemplated Transactions, but requiring any of the assets or lines of business of Buyer or any of its respective Affiliates to be held separately, sold or disposed of (including the business and assets of the Constituent Companies), shall be deemed a failure to satisfy the conditions specified in Section 7.1.
(d) Buyer shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and necessary to dosatisfy (or be waived by the RWI Insurer) by the Closing Date the RWI Conditions to Effectiveness other than conditions that, or cause to by their nature, cannot be donesatisfied until the Closing. Such actions shall include, and to assist and cooperate with Buyer in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after reasonably practical, furnishing the date hereof RWI Insurer (through the Contemplated Transactions, including submitting broker for the RWI Policy) with all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including such information as is reasonably requested by the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth RWI Insurer in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon the consummation of the Contemplated Transactions.
(b) As soon as reasonably practicable following the date of this Agreement, and in any event within thirty (30) Business Days following the date of this Agreement, Seller shall cause the Company Broker-Dealer to prepare and submit a FINRA CMA consistent connection with the requirements RWI Insurer’s issuance of FINRA Rule 1017. Seller a final and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for fully effective RWI Policy in conjunction with the FINRA CMA, if applicable to such form of FINRA CMAClosing. The form of Constituent Companies and the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayed. Each of Seller and Buyer shall (and shall cause its Affiliates to) provide promptly upon request to the other party all information required to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer Equityholders shall, and shall cause its Affiliates their respective Subsidiaries to, respond promptly to the other party hereto in regard to such requests to ensure compliance with any response period required provide all cooperation reasonably requested by FINRA.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereof, subject to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller each shall (i) promptly supply the other party with any information which may be reasonably required in order to effectuate such filings and (ii) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ for additional information or documentation. Each of Buyer and Seller shall (x) promptly notify the other party of any material communication between that party and the FTC or the DOJ and, subject to applicable Law, discuss with and give a reasonable opportunity to the other party to review in advance any proposed written communication to any of the foregoing; (y) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between such party and its affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to the Contemplated Transactions and allow a reasonable opportunity to the other party to review in advance any proposed written correspondence.
(d) Without limitation to the obligations set forth in Section 6.6(a), (i) Buyer shall prepare and submit the relevant filings required to seek the Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in any event no later than twenty (20) days after the date hereof), and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each of the parties hereto shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that such consent or approval (including any Other Requisite Regulatory Approval) will not be obtained or that the receipt of any such approval will be materially delayed.
(f) Not later than fifteen (15) Business Days following the date hereof, Seller shall notify Buyer whether any Governmental Consents from Governmental Authorities having responsibility for asset management or securities-related businesses in jurisdictions other than the United States, in addition to those contemplated by Section 3.5, are required in connection with the Contemplated Transactions arrangement and obtaining of the RWI Policy. Such cooperation shall include provision to the Buyer of two complete copies of the electronic data room in a format and on media acceptable to the RWI Insurer so that Buyer can satisfy the RWI Conditions to Effectiveness related to the electronic data room and retain a copy of what was provided to the RWI Insurer. From the date of this Agreement until the earlier of either (a) the Closing or (b) the termination of this Agreement in accordance with terms hereof, Buyer shall keep the Company reasonably informed of the status of its efforts to arrange for and obtain issuance of the RWI Policy and provide to the Company copies of all executed definitive documents related to the RWI Policy. From and after the Closing, Equityholders and Equityholders’ Representative shall reasonably cooperate with Buyer to the extent necessary in connection with any claim made by Buyer under the RWI Policy. All RWI Costs will be paid one half by Buyer and one half by the Equityholders as provided in Section 2.3(b)(vi). If at any time it becomes reasonably likely that for any reason (other than as a result of Victory Adviser providing Investment Advisory Services failure of the Constituent Companies, Largus, or the Equityholders to perform their respective obligations hereunder) the RWI Conditions to Effectiveness would not be satisfied (or be waived by the RWI Insurer) by the Closing Date, Buyer shall use its commercially reasonable efforts to obtain, as promptly as practicable following the occurrence of such event or circumstance, a replacement representations and warranties insurance policy, including from alternate insurers (the “Alternative RWI Policy”), on terms and conditions that are substantially similar to those contained in the RWI Policy; provided, however, that such Alternative RWI Policy shall not be subject to any Advisory Client following additional or modified conditions or other contingencies relating to the Closing (and not merely as a result Constituent Companies, Largus or the Equityholders without the prior written consent of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shallEquityholders’ Representative, with the which consent of Buyer (which may shall not be unreasonably withheld, conditioned withheld or delayed). Buyer shall deliver to the Constituent Companies, Largus and the Equityholders’ Representative complete and correct copies of all amendments, supplements, other modifications, documents, binders or agreements pursuant to which any Alternative RWI Policy shall be deemed issued to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) of the Company Disclosure Schedule for all Buyer. (For purposes of this Agreement, as applicable, the term “RWI Policy” shall also be deemed to include any Alternative RWI Policy, the term “RWI Conditions to Effectiveness” shall also be deemed to include the corresponding conditions to the liability of the insurer under such Alternative RWI Policy and the term “RWI Costs” shall also be deemed to include the corresponding premiums, costs and expenses for such Alternative RWI Policy).
Appears in 1 contract
Efforts; Regulatory Filings. (a) Buyer Upon the terms and subject to the conditions of this Agreement, each Party shall use its reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things, things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including obtaining all applicable Consents of Governmental Authorities) and to comply as promptly as practicable after the date hereof the Contemplated Transactions, including submitting with all required notices and obtaining all necessary approvals and clearances from requirements of Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything applicable to the contrary in transactions contemplated by this Agreement, in no event shall Buyer or its Affiliates be required to take any actions under this Section 6.6(a) or 6.6(b) that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on the combined business of the Company and its Subsidiaries and Buyer and its Subsidiaries after giving effect to such actions and the consummation of the Contemplated Transactions. Seller shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with Buyer in doing, all things, necessary, proper or advisable to consummate as promptly as practicable after the date hereof the Contemplated Transactions, including submitting all required notices and obtaining all necessary approvals and clearances from Governmental Authorities (including the Other Requisite Regulatory Approvals identified on Section 6.6(a) of the Company Disclosure Schedule) and satisfying the respective conditions set forth in Article VII. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall Seller, the Company or their respective Affiliates be required to take any actions or accept any remedies with respect to the Company or any other Affiliate of Seller under this Section 6.6 that are not conditioned upon the consummation of the Contemplated Transactions.
(b) As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and in any event within thirty (30) Business Days following the date of this Agreement, Seller shall cause the Company Broker-Dealer to prepare and submit a FINRA CMA consistent with the requirements of FINRA Rule 1017. Seller and Buyer shall use reasonable efforts to obtain “Fast Track” treatment for the FINRA CMA, if applicable to such form of FINRA CMA. The form of the FINRA CMA shall be subject to the approval of Seller and Buyer, which approval shall not unreasonably be withheld, conditioned or delayed. Each of Seller and Buyer shall (and shall cause its their respective Affiliates toto use) provide promptly upon request their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval of the other party all information required to complete each FINRA CMA and respond to any further FINRA requests. If the FINRA CMA is approved for “Fast Track” treatment, each of Seller and Buyer shall, transactions contemplated by this Agreement and shall cause its Affiliates to, respond promptly use all reasonable best efforts to have such Governmental Authorities approve the other party hereto in regard to such requests to ensure compliance with any response period required transactions contemplated by FINRAthis Agreement.
(c) As soon as reasonably practicable following the date hereof (and in any event no later than fifteen (15) Business Days after the date hereof, subject Each Party shall give prompt written notice to the other party providing all information reasonably required by the party to prepare the relevant filings as required pursuant to this Section 6.6(c)) and pursuant to the applicable requirements Parties if such Party or any of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed its Representatives receives any notice from such Governmental Authorities in connection with the United States Federal Trade Commission (“FTC”) transactions contemplated by this Agreement and the Antitrust Division of the United States Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions. Buyer and Seller each shall (i) promptly supply furnish the other party Parties with any information which may be reasonably required in order to effectuate a copy of such filings and (ii) respond as promptly as reasonably practicable to any inquiries received from the FTC or the DOJ for additional information or documentationGovernmental Authority notice. Each of Buyer and Seller Party shall (x) promptly notify give the other party of any material communication between that party Party and the FTC or the DOJ and, subject to applicable Law, discuss with and give its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other party to review Party in advance connection with, any proposed material written communication to any of the foregoing; (y) consult with the other party, Governmental Authority relating to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between such party and its affiliates and their respective Representatives, on the one hand, and transactions contemplated hereby. If any Governmental Authority requires that a hearing or members meeting be held in connection with its approval of their respective staffsthe transactions contemplated hereby, on the other hand, with respect whether prior to the Contemplated Transactions and allow a reasonable opportunity Closing or after the Closing, each Party shall arrange for Representatives of such Party to the other party to review in advance any proposed written correspondencebe present for such hearing or meeting.
(d) Without limitation If any objections are asserted with respect to the obligations set forth in Section 6.6(a), transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (ior threatened to be instituted) Buyer shall prepare and submit the relevant filings required to seek the by any applicable Governmental Consent described on Schedule 7.1(f) as soon as reasonably practicable following the date hereof (and in Authority or any event no later than twenty (20) days after the date hereof), and (ii) Buyer and Seller shall take the actions set forth on Schedule 6.6(d).
(e) To the extent permitted by applicable Law, and subject to Section 6.3(f), each private Person challenging any of the parties hereto transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the Parties shall promptly advise the other upon receiving use their commercially reasonable efforts to resolve any communication from any Governmental Authority whose consent such objections or approval is required for Actions so as to timely permit consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the transactions contemplated by this Agreement, or any Ancillary Document, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that causes such party is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Ancillary Documents.
(e) Notwithstanding the immediately preceding paragraph, nothing contained herein shall be deemed to believe that there is a reasonable likelihood that such consent require the SPAC or approval (including any Other Requisite Regulatory Approval) will the Company, and the SPAC and the Company shall not be obtained permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition, commitment or restriction, in connection with obtaining the foregoing Permits, consents, Orders, approvals, waivers, non-objections and authorizations of Governmental Authorities that the receipt of any such approval will would reasonably be expected to be materially delayedfinancially burdensome to the business, operations, financial condition or results of operations on the business of the Company, or on the business of the SPAC (which restriction, commitment, or condition could include materially increasing capital, divesting or reducing lines of businesses or asset classes, entering into compliance or remediation programs, and making material lending or investment commitments).
(f) Not later than fifteen (15) Business Days following Prior to the date hereofClosing, Seller each Party shall notify Buyer whether use its commercially reasonable efforts to obtain any Governmental Consents from of Governmental Authorities having responsibility or other third Persons as may be necessary for asset management the consummation by such Party or securities-related businesses in jurisdictions other than its Affiliates of the United States, in addition to those transactions contemplated by Section 3.5, are this Agreement or required in connection with the Contemplated Transactions as a result of Victory Adviser providing Investment Advisory Services to any Advisory Client following the Closing (and not merely as a result of the change of control of Company Adviser that will result upon the Closing). Any such additional Governmental Consents determined to be required by Seller shallexecution or performance of, with the consent of Buyer (which may not be unreasonably withheld, conditioned or delayed), be deemed to be added to Section 3.5(c), Section 4.4, Section 6.6(a) and Section 7.1(c) consummation of the Company Disclosure Schedule for all purposes of transactions contemplated by, this AgreementAgreement by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts.
Appears in 1 contract
Samples: Business Combination Agreement (Focus Impact Acquisition Corp.)
