Efforts to Complete Transactions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, using its commercially reasonable efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Company Contracts as are necessary for the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger; provided, however, that all obligations of Parent or Merger Sub relating to the Financing shall be governed exclusively by Section 7.18 and not this Section 7.6. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such action. (b) To the extent not prohibited by applicable Law, each party shall use its commercially reasonable efforts to furnish to the other parties all information required for any application or other filing to be made pursuant to any applicable Laws in connection with this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger. Parent and the Company shall give each other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.6, except if, and to the extent that, any Governmental Entity objects to any party’s being represented at any such meeting or in any such conversation and such objection has not been withdrawn after the parties have used their commercially reasonable efforts to contest such objection. (c) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to vigorously contest and resist any action or proceeding, including administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting with the Company, that litigation is not in its best interests or unless the Company determines, in its reasonable discretion after consulting with Parent, that litigation is not in its best interests. (d) In furtherance of the foregoing, each of Parent and Company shall use its commercially reasonable efforts to resolve objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Competition Law with respect to the transactions contemplated hereby as promptly as reasonably practicable. Notwithstanding any of the provisions of this Section 7.6, no party hereto nor any of its affiliates shall be required to divest or 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 its businesses or assets. (e) Each of the parties hereto agrees to cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Company Common Stock from NASDAQ and to terminate registration under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time of the Merger.
Appears in 1 contract
Efforts to Complete Transactions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) prepare and make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and applicable foreign Competition Laws with respect to the Merger and the transactions contemplated by this Agreement as promptly as reasonably possible, and (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, using its commercially reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company Contracts and the Subsidiaries as are necessary for the consummation of the Merger and the transactions contemplated by this Agreement, including Agreement and to fulfill the Offer and conditions to the Merger; provided, however, that all obligations of Parent or Merger Sub relating to the Financing shall be governed exclusively by Section 7.18 and not this Section 7.6. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable best efforts to take all such action.
(b) To the extent not prohibited by applicable Law, each party shall use its commercially reasonable best efforts to furnish to the other parties all information required for any application or other filing to be made pursuant to any applicable Laws in connection with this Agreement the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger. Parent and the Company shall give each other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-in person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.67.4, except if, and to the extent that, any Governmental Entity objects to any party’s being represented at any such meeting or in any such conversation and such objection has not been withdrawn after the parties parties’ have used their commercially reasonable best efforts to contest such objection. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act and applicable foreign Competition Laws. Parent shall take the lead in coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act and applicable foreign Competition Laws. Each of Company and Parent will request early termination of the waiting period with respect to the transactions contemplated by this Agreement under the HSR Act.
(c) Each of the parties hereto agrees to cooperate and use its commercially reasonable best efforts to vigorously contest and resist any action or proceeding, including administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting with the Company, that litigation is not in its best interests or unless the Company determines, in its reasonable discretion after consulting with Parent, that litigation is not in its best interests.
(d) In Notwithstanding any other provision of this Agreement to the contrary and in furtherance of of, and not in limitation of, the foregoing, each of Parent and Company shall use its commercially reasonable efforts to resolve objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Competition Law with respect to the transactions contemplated hereby as promptly as reasonably practicable. Notwithstanding any of the provisions of this Section 7.6, no party hereto nor any of its affiliates shall be required to divest or hold separatetake, 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 its businesses or assets.
(e) Each of the parties hereto agrees to cooperate with each other in taking, or causing cause to be taken, all actions necessary to delist the Company Common Stock from NASDAQ and to terminate registration under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time of the Merger.,
Appears in 1 contract
Efforts to Complete Transactions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) prepare and make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and applicable foreign Competition Laws with respect to the Merger and the transactions contemplated by this Agreement as promptly as reasonably possible, and (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, using its commercially reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company Contracts and the Subsidiaries as are necessary for the consummation of the Merger and the transactions contemplated by this Agreement, including Agreement and to fulfill the Offer and conditions to the Merger; provided, however, that all obligations of Parent or Merger Sub relating to the Financing shall be governed exclusively by Section 7.18 and not this Section 7.6. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable best efforts to take all such action.
(b) To the extent not prohibited by applicable Law, each party shall use its commercially reasonable best efforts to furnish to the other parties all information required for any application or other filing to be made pursuant to any applicable Laws in connection with this Agreement the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger. Parent and the Company shall give each other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-in person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.67.4, except if, and to the extent that, any Governmental Entity objects to any party’s 's being represented at any such meeting or in any such conversation and such objection has not been withdrawn after the parties parties' have used their commercially reasonable best efforts to contest such objection. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act and applicable foreign Competition Laws. Parent shall take the lead in coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act and applicable foreign Competition Laws. Each of Company and Parent will request early termination of the waiting period with respect to the transactions contemplated by this Agreement under the HSR Act.
(c) Each of the parties hereto agrees to cooperate and use its commercially reasonable best efforts to vigorously contest and resist any action or proceeding, including administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting with the Company, that litigation is not in its best interests or unless the Company determines, in its reasonable discretion after consulting with Parent, that litigation is not in its best interests.
(d) In Notwithstanding any other provision of this Agreement to the contrary and in furtherance of of, and not in limitation of, the foregoing, each of Parent and Company shall use its commercially reasonable efforts to resolve objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Competition Law with respect to the transactions contemplated hereby as promptly as reasonably practicable. Notwithstanding any of the provisions of this Section 7.6, no party hereto nor any of its affiliates shall be required to divest or hold separatetake, 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 its businesses or assets.
(e) Each of the parties hereto agrees to cooperate with each other in taking, or causing cause to be taken, all actions necessary to delist the Company Common Stock from NASDAQ and to terminate registration under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time of the Merger.,
Appears in 1 contract
Efforts to Complete Transactions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) prepare and make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and applicable foreign Competition Laws with respect to the Merger and the transactions contemplated by this Agreement as promptly as reasonably possible and (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, using its commercially reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company Contracts and the Subsidiaries as are necessary for the consummation of the Merger and the transactions contemplated by this Agreement, including Agreement and to fulfill the Offer and conditions to the Merger; provided, however, that all obligations of Parent or Merger Sub relating to the Financing shall be governed exclusively by Section 7.18 and not this Section 7.6. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable best efforts to take all such action.
(b) To the extent not prohibited by applicable Law, each party shall use its commercially reasonable best efforts to furnish to the other parties all information required for any application or other filing to be made pursuant to any applicable Laws in connection with this Agreement the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger. Parent and the Company shall give each other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-in person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.67.4, except if, and to the extent thatextent, that any Governmental Entity objects to any party’s being represented at any such meeting or in any such conversation and such objection has not been withdrawn after the parties parties’ have used their commercially reasonable best efforts to contest such objection. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act and applicable foreign Competition Laws. Parent shall take the lead in coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act and applicable foreign Competition Laws. Each of Company and Parent will request early termination of the waiting period with respect to the transactions contemplated by this Agreement under the HSR Act.
(c) Each of the parties hereto agrees to cooperate and use its commercially reasonable best efforts to vigorously contest and resist any action or proceeding, including administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting with the Company, that litigation is not in its best interests or unless the Company determines, in its reasonable discretion after consulting with Parent, that litigation is not in its best interests.
(d) In Notwithstanding any other provision of this Agreement to the contrary and in furtherance of of, and not in limitation of, the foregoing, each of Parent and Company shall use its commercially reasonable efforts take, or cause to be taken, all such further actions as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Competition Law with respect to the Merger and the other transactions contemplated hereby hereby, and to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity or any other Person with respect to the Merger so as to enable the Closing to occur as promptly as reasonably practicable. Notwithstanding practicable and in any of event no later than the provisions of Termination Date (as such date may be extended pursuant to Section 9.2); provided, however, nothing in this Section 7.6, no party hereto nor section or in this Agreement shall be deemed to require Parent or any of its affiliates shall be required Subsidiaries to divest agree to or hold separate, or otherwise take or commit to take any action that limits its freedom would result in any Burdensome Condition. For purposes of action this Agreement, a “Burdensome Condition” shall mean executing or carrying out agreements (including consent decrees) or submitting to Orders (i) providing for the license, sale or other disposition or holding separate (through the establishment of trust or otherwise) of any assets or categories of assets of the Company, Parent or their respective Subsidiaries or the holding separate of the capital stock of a Parent Subsidiary or (ii) imposing or seeking to impose any limitation on the ability of the Company, Parent or any of their respective Subsidiaries to conduct their respective businesses (including, with respect to, market practices and structure) or its ability own such assets or to retainacquire, hold or exercise full rights of ownership of the business of Parent, each of the Parent Subsidiaries, the Company or the Subsidiaries that, in the case of (i) and (ii), individually or in the aggregate, would reasonably be expected to result in (A) the sale or divestiture of a material asset of the Company, Parent or the Surviving Corporation, (B) a Company Material Adverse Effect or a Parent Material Adverse Effect, or a material adverse effect on the Surviving Corporation or any of their respective Subsidiaries, or (C) a material adverse effect on the benefits which Parent reasonably expects to be realized or derived from the transactions contemplated by this Agreement, in each case following the Effective Time. With respect to the materiality criteria set forth in the immediately prior sentence and for the avoidance of doubt, the parties understand that the sale, divestiture or other disposition, or any license or other restriction on use of any business or assets acquired or to be acquired after the date hereof shall not be deemed material for purposes of (A), (B), or (C) of the foregoing proviso and any such sale, divestiture or other disposition, or any license or other restriction on use of any business or assets acquired or to be acquired after the date hereof shall not be considered in the determination of whether there is a Burdensome Condition. Parent represents and warrants as of the time of this Agreement that it has not (since April 30, 2010) entered into any agreement obligating Parent or any of its businesses Subsidiaries to acquire any other business or assetsPerson.
(e) Each of the parties hereto agrees to cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Company Common Stock from NASDAQ and to terminate registration under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time of the Merger.
Appears in 1 contract
Samples: Merger Agreement (Comtech Telecommunications Corp /De/)
Efforts to Complete Transactions. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Parent, Buyer, EHSI, Irish Holdco and Merger Sub, on the one hand, and the Company, on the other hand, shall each of the parties hereto shall use its commercially their reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Laws necessary to consummate and make effective, as promptly as practicable, but in no event later than the transactions contemplated by Final Date, the Transactions in accordance with the terms of this Agreement, including the Offer using their respective reasonable best efforts to (i) obtain all necessary approvals under any applicable Laws required in connection with this Agreement and the MergerTransactions, including, without limitation, using its commercially reasonable efforts to (ii) obtain all Permitsnecessary actions or nonactions, waivers, consents, approvals, authorizations, qualifications and orders of Orders from Governmental Entities and Antitrust Authorities and make all necessary registrations and filings (including filings with Governmental Entities and Antitrust Authorities), (iii) obtain all necessary waivers, consents, approvals and authorizations from non-governmental third parties to Company Contracts as are necessary for the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger; (provided, however, that none of the Company, any of its Subsidiaries or any Company Related Party shall have any obligation to pay any fees, costs or expenses to any third party (which does not include filing or other fees payable to Governmental Entities and Antitrust Authorities) in connection with obtaining any such waivers, consents, approvals and authorizations, all obligations of Parent or Merger Sub relating to the Financing which fees, costs and expenses shall be governed borne exclusively by Section 7.18 Buyer), and not (iv) execute and deliver any additional instruments necessary to consummate the Transactions in accordance with the terms of this Section 7.6. In case, at any time after the Effective Time, any further action is necessary or desirable Agreement and to fully carry out the purposes of this Agreement. In furtherance of the foregoing, Parent and EHSI shall, and shall cause their respective Subsidiaries to, take any and all steps necessary to obtain approval of the consummation of the Transactions by each applicable Antitrust Authority and each other applicable Governmental Entity, including taking all steps necessary to avoid or eliminate each and every legal impediment under any applicable Antitrust Laws or other Laws that may be asserted by any Antitrust Authority or any other Governmental Entity or any other Person so as to enable the parties hereto to close the Transactions as promptly as reasonably practicable, and in any event prior to the Final Date, including proposing, negotiating, accepting, committing to, by consent decree, hold separate orders, or otherwise, the proper officers sale, divestiture or disposition of their respective Subsidiaries, assets, properties or businesses, the entrance into, or the amendment, modification or termination of, any Contracts or other arrangements, and directors other remedies in order to obtain such approvals and to avoid the entry of, and to avoid the commencement of each party litigation or other proceeding seeking the entry of, or to this Agreement shall use their commercially reasonable efforts to take all such actioneffect the dissolution of, any injunction, temporary restraining order or other applicable Law in any suit or other proceeding, which could otherwise have the effect of materially delaying or preventing the consummation of any of the Transactions.
(b) To Each of the extent not prohibited by Buyer Parties and the Company undertakes and agrees to file as promptly as practicable, but in no event later than thirty (30) Business Days after the date of this Agreement, a Notification and Report Form and any other filings required under the HSR Act with the applicable Law, each party Antitrust Authorities and to make such filings and apply for such approvals and consents as are required under any other applicable Laws as soon as practicable. Each of the Company and Parent shall use its commercially reasonable efforts to furnish to each other’s counsel such necessary information and assistance as the other parties all information required for any application or other filing to be made pursuant to any applicable Laws may reasonably request in connection with this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger. Parent and the Company shall give each other reasonable prior notice its preparation of any communication with, and any proposed understanding, undertaking filing or agreement with, any Governmental Entity regarding any such filings or any such transaction. The parties hereto agree submission that both Parent and may be necessary under the Company shall be represented at all in-person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.6, except if, and to the extent that, any Governmental Entity objects to any party’s being represented at any such meeting or in any such conversation and such objection has not been withdrawn after the parties have used their commercially reasonable efforts to contest such objectionHSR Act.
(c) Each of the parties hereto agrees Buyer Parties and the Company shall respond as promptly as practicable to cooperate all inquiries and use its commercially reasonable efforts requests received from the Antitrust Authorities in connection with Antitrust Laws or other applicable Laws. The Buyer Parties and the Company shall negotiate in good faith with all Antitrust Authorities in connection with any matter referred to vigorously contest and resist any action or proceedingin Section 7.3(a) in order to consummate, including administrative or judicial action or proceedingas promptly as practicable, the Transactions. The Company shall, and shall cause its Subsidiaries to, agree, if, but solely if requested by Parent, to have vacatedtake any of the actions set forth in Section 7.3(a) with respect to the business, liftedassets and operations of the Company and its Subsidiaries; provided, reversed or overturned however, that neither the Company nor any decreeof its Subsidiaries, judgmentshall be obligated to agree to any such action which is not conditioned upon the Closing. Notwithstanding anything to the contrary herein but subject to the Buyer Parties’ obligations in Section 7.3(a) hereof, injunction the Buyer Parties shall, on behalf of the parties, control and lead all communications and strategy relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations under the HSR Act or other order applicable antitrust Laws from any Antitrust Authority in connection with consummating the Transactions or in connection with any litigation under any antitrust Law arising therefrom; provided, however, that the Buyer Parties shall (whether temporary, preliminary or permanentx) that is consult in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting advance with the Company, that litigation is not (y) in its best interests or unless good faith, take the views of the Company determinesinto account, in its reasonable discretion after consulting including regarding the overall strategic direction of any such approval process or the defense of any litigation, as applicable, and (z) consult with Parentthe Company prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such approvals or litigations, as applicable, provided, that litigation such strategy is not designed to obtain approval of the consummation of the Transactions by any Antitrust Authority as promptly as reasonably practicable, and in its best interestsany event prior to the Final Date.
(d) In furtherance addition, each of the Buyer Parties and the Company shall, subject to applicable Law or Order, use reasonable best efforts to, (i) cooperate with and assist each other in good faith to (A) determine, as promptly as practicable, which filings are required to be made pursuant to the Antitrust Laws or any other applicable Laws with respect to the Transactions, (B) provide or cause to be provided as promptly as reasonably practicable to the other party all necessary information and assistance as any Antitrust Authority or any other Governmental Entity may from time to time require of such party in connection with obtaining the relevant waivers, permits, consents, approvals, authorizations, qualifications, Orders or expiration of waiting periods in relation to such filings or in connection with any other review or investigation of the Transactions by any Antitrust Authority or any other Governmental Entity pursuant to the Antitrust Laws or any other applicable Laws, and (C) provide or cause to be provided as promptly as reasonably practicable all assistance and cooperation to allow the other party to prepare and submit any such filings or submissions required to be submitted under the Antitrust Laws or any other applicable Laws, including providing to the other party any information that the other party may from time to time require for the purpose of any filing with, notification to, application with, or request for further information made by, any Antitrust Authority or any other Governmental Entity in respect of any such filing, (ii) promptly notify the other party of any written communication to that party from any Antitrust Authority or any other Governmental Entity, including health or other regulatory authorities, in each case relating specifically to the Company or any of its Subsidiaries or the Transactions, and, permit the other parties to review in advance any proposed communication to any of the foregoing, each of Parent and Company shall use its commercially reasonable efforts (iii) consult with the other parties prior to resolve objectionsparticipating in any meeting, if any, as the United States Federal Trade Commission, the telephone call or discussion with any Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities Authority or competition authorities Governmental Entity in respect of any filings, investigation or inquiry solely concerning this Agreement or the Transactions and, to the extent reasonably practicable, provide the other nation parties the opportunity to attend and participate in any such meeting, telephone call or discussion, and (iv) furnish the other parties with copies of all material correspondence, filings, and written communications between them and their respective Representatives on the one hand, and any Antitrust Authority and Governmental Entity, including health or other jurisdiction regulatory authorities, or any members of their respective staffs on the other Person may assert under any Competition Law hand, with respect to this Agreement and the transactions contemplated hereby as promptly as reasonably practicable. Notwithstanding any of the provisions of this Section 7.6, no party hereto nor any of its affiliates shall be required to divest or 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 its businesses or assets.
(e) Each of the parties hereto agrees to cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Company Common Stock from NASDAQ and to terminate registration under the Exchange ActTransactions; provided, however, that a party may designate such delisting correspondence, filings and termination shall not be effective until after the Effective Time of the Mergerwritten communications as being provided on an outside counsel basis only.
Appears in 1 contract
Efforts to Complete Transactions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) prepare and make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and applicable foreign Competition Laws with respect to this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, as promptly as reasonably possible and (ii) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, using its commercially reasonable efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to Company Contracts as are necessary for the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger; provided, however, that all obligations of Parent or Merger Sub relating to the Financing shall be governed exclusively by Section 7.18 and not this Section 7.6. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such action.
(b) To the extent not prohibited by applicable Law, each party shall use its commercially reasonable efforts to furnish to the other parties all information required for any application or other filing to be made pursuant to any applicable Laws in connection with this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger. Parent and the Company shall give each other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filings or any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.6, except if, and to the extent that, any Governmental Entity objects to any party’s being represented at any such meeting or in any such conversation and such objection has not been withdrawn after the parties have used their commercially reasonable efforts to contest such objection. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act and applicable foreign Competition Laws. Parent shall take the lead in coordinating any filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act and applicable foreign Competition Laws. Each of the Company and Parent will request early termination of the waiting period with respect to the transactions contemplated by this Agreement under the HSR Act. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Competition Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed).
(c) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to vigorously contest and resist any action or proceeding, including any administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting with the Company, that litigation is not in its best interests or unless the Company determines, in its reasonable discretion after consulting with Parent, that litigation is not in its best interests.
(d) In furtherance of the foregoing, each of Parent and Company shall use its commercially reasonable efforts to resolve objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Competition Law with respect to the transactions contemplated hereby as promptly as reasonably practicable. Notwithstanding practicable and in any event no later than the Termination Date.
(e) At the request of Parent, the provisions of this Section 7.6Company shall agree to divest, no party hereto nor any of its affiliates shall be required to divest or sell, dispose of, hold separate, separate or otherwise take or commit to take any action that limits its freedom of action with respect to, to its or its Subsidiaries’ ability to retainretain any of the businesses, product lines or assets of the Company or any of its businesses or assetsSubsidiaries, provided that any such action is conditioned upon the consummation of the Offer and the Merger.
(ef) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose, transfer or hold separate, or cause any of its Subsidiaries to dispose, transfer or hold separate any assets or operations, or to commit or to cause the Company or any of its Subsidiaries to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause the Company or any of its Subsidiaries to discontinue offering any product or service; or (iii) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of the Company or any of its Subsidiaries.
(g) Each of the parties hereto agrees to cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Company Common Stock from the NASDAQ and to terminate registration under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time of the Merger.
Appears in 1 contract
Efforts to Complete Transactions. (a) Upon Subject to the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto shall cooperate with the other and use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner possible, the Merger and the other transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, using its commercially reasonable efforts to (x) obtain all Permitsnecessary or appropriate waivers, consents and approvals; provided, that neither the Company nor Parent shall have any obligation hereunder to pay any amounts to third parties in consideration of any such waivers, consents or approvals (other than filing, recordation or similar fees payable to any Governmental Entity and related legal fees), (y) effect all necessary registrations, filings and submissions (including, but not limited to, (i) filings under the HSR Act and any other information and documentary material that may be requested pursuant to the HSR Act by the Federal Trade Commission or Department of Justice, (ii) filings required by the FCC, the IUB, the MPUC, the MPSC and the NPSC, which shall be, to the extent possible or required, joint filings of Parent and the Company, (iii) the other filings referred to in Sections 4.4(a)(ii) and 5.4(b), (iv) filing of the Proxy Statement and the Registration Statement, and (v) such filings, consents, approvals, authorizationsorders registrations and declarations as may be required under the Laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any assets), qualifications and orders of Governmental Entities and parties (z) lift any injunction or other legal bar to Company Contracts the Merger (and, in such case, to proceed with the Merger as are necessary for the consummation of the transactions contemplated by this Agreementexpeditiously as possible), including the Offer and the Merger; providedsubject, however, that all obligations of Parent or Merger Sub relating to the Financing shall be governed exclusively by Section 7.18 and not this Section 7.6requisite approval of the shareholders of the Company. In casefurtherance of the foregoing, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such action.
(bi) To the extent not prohibited by applicable Law, each party shall use its commercially reasonable efforts to furnish to the other parties all information required for any application or other filing to be made pursuant to any applicable Laws in connection with this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger. Parent and the Company shall give use their respective reasonable best efforts to make the required filings with the FCC, IUB, MPUC, MPSC and NPSC by December 18, 2009, (ii) filings under the HSR Act shall be made by December 31, 2009, and (iii) the required filings with the FCC, IUB, MPUC, MPSC and NPSC shall be made by December 31, 2009. The parties shall coordinate with each other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, to contacting any Governmental Entity regarding in furtherance of obtaining any such filings of the foregoing consents or making any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.6necessary registration, except if, and to the extent that, any Governmental Entity objects to any party’s being represented at any such meeting filing or in any such conversation and such objection has not been withdrawn after the parties have used their commercially reasonable efforts to contest such objectionsubmission.
(cb) Each of the parties hereto agrees to cooperate and (i) use its commercially reasonable efforts to vigorously contest have, as promptly as practicable, the Proxy Statement cleared by the SEC under the Exchange Act and resist any action the Registration Statement declared effective by the SEC under the Securities Act; and (ii) take all such commercially reasonable actions as shall be required under applicable state blue sky or proceeding, including administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is securities Laws in effect and that restricts, prevents or prohibits consummation of connection with the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting with the Company, that litigation is not in its best interests or unless the Company determines, in its reasonable discretion after consulting with Parent, that litigation is not in its best interests.
(d) In furtherance of the foregoing, each of Parent and Company shall use its commercially reasonable efforts to resolve objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Competition Law with respect to the transactions contemplated hereby as promptly as reasonably practicable. Notwithstanding any of the provisions of this Section 7.6, no party hereto nor any of its affiliates shall be required to divest or 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 its businesses or assets.
(ec) Each of the parties hereto agrees to cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Company Common Stock from NASDAQ the NYSE and to terminate registration under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time of the Merger.
(d) Each of the Company and Parent shall keep the other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by furnishing the other with such necessary information and reasonable assistance as it may reasonably request in connection with its preparation of necessary filings or submissions of information to any Governmental Entity. Each of the Company and Parent may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.4(d) as “outside counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.
(e) Subject to the terms and conditions of this Agreement, Parent shall take any and all steps necessary to avoid or eliminate any impediments that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent, Merger Sub or any of their respective Subsidiaries as may be required in order to avoid the entry, or to effect the dissolution, of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing, delaying or restricting the consummation of the Merger or any transactions contemplated in this Agreement; provided, that Parent will not be required to agree to any term, condition or restriction in order to obtain any such authorizations, consents, orders or approvals if such term, condition or restriction or amendment would (1) have or would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect, (2) prevent Parent from consummating the transactions contemplated by this Agreement on the material terms set forth in this Agreement, or (3) that would constitute a breach of or default under any credit agreement to which Parent is a party in connection with its outstanding Indebtedness.
(f) Notwithstanding anything to the contrary set forth in this Section 6.4 or elsewhere in this Agreement, if any Governmental Entity that has the authority to enforce any antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, none of the parties hereto shall be required to take or agree to take any action which such party reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order.
(g) Prior to the Closing, the Company shall form a wholly-owned Subsidiary and shall assign or transfer to such Subsidiary, in such manner as shall be approved by Parent, each Company Permit issued by the FCC in relation to any wireless spectrum, such list of Company Permits to be approved in advance by Parent.
(h) The Company agrees to cooperate with Parent in taking all actions as Parent may deem reasonably necessary or appropriate to assist Parent in effecting all pledges required to be effected under the Parent Credit Agreement promptly following the Closing Date, including, without limitation, arranging for the prompt return of any collateral which has been physically pledged under any credit facility that is repaid in connection with the Closing.
(i) Parent and the Company will jointly evaluate and decide whether, and on what terms and conditions, to apply for and/or accept available government funds or incentives, including without limitation those relating the Company’s pending applications under the RUS Broadband Initiatives Program and the NTIA Broadband Technology Opportunity Program.
Appears in 1 contract
Samples: Merger Agreement (Iowa Telecommunications Services Inc)
Efforts to Complete Transactions. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) prepare and make its respective filings, and thereafter make any other required submissions, under the HSR Act and the Foreign Merger Control Laws with respect to the Merger and the transactions contemplated by this Agreement as promptly as reasonably possible, (ii) use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the transactions contemplated by this Agreement, including the Offer and the MergerAgreement as promptly as reasonably practicable, including, without limitation, using its commercially reasonable best efforts to prepare and make a joint, voluntary filing with the Committee on Foreign Investments in the United States (“CFIUS”) pursuant to Section 721 of the Defense Production Act of 1950, as added by the Exon-Xxxxxx Amendment of 1988 and as amended by the Foreign Investment and National Security Act of 2007 (“Exon-Xxxxxx”) and to obtain as promptly as reasonably practicable all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company Contracts and the Subsidiaries as are necessary for the consummation of the Merger and the transactions contemplated by this Agreement, including Agreement and to fulfill the Offer and the Merger; provided, however, that all obligations of Parent or Merger Sub relating conditions to the Financing shall be governed exclusively by Section 7.18 Merger and not this Section 7.6. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall (iii) use their commercially reasonable efforts to take all such actionobtain consents under any Contracts of the Company or its Subsidiaries that would be violated or under which consent otherwise is required as a result of entering into this Agreement or the transactions contemplated hereby.
(b) To the extent not prohibited by applicable Law, each party shall use its commercially reasonable best efforts to furnish to the other parties all information required for any application application, notification or other filing to be made pursuant to any applicable Laws in connection with this Agreement the Merger and the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. Parent and the Company shall give each other reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such applications, notifications or filings or any such transaction. The parties hereto agree that both Parent and the Company shall be represented at all in-person meetings and in all substantive conversations with any Governmental Entity regarding the matters set forth in this Section 7.67.5, except (i) if, and to the extent that, any Governmental Entity objects to any party’s being represented at any such meeting or in any such conversation and (ii) to the extent that the communication or meeting relates to a national security risk mitigation agreement between Parent and CFIUS or any of its constituent agencies. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, the Foreign Merger Control Laws, any other applicable foreign Competition Laws and Exon-Xxxxxx. Unless Parent and the Company agree otherwise, Parent shall take the lead in coordinating any applications, notifications or filings, obtaining any necessary approvals, and resolving any investigation or other inquiry of any such objection has not been withdrawn after agency or other Governmental Entity under the parties have used their commercially reasonable efforts to contest such objectionHSR Act, the Foreign Merger Control Laws, any other applicable foreign Competition Laws and Exon-Xxxxxx.
(c) Each of the parties hereto agrees to cooperate and use its commercially reasonable best efforts to vigorously contest and resist any action or proceeding, including administrative or judicial action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger and the transactions contemplated by this Agreement, including the Offer and the Merger, including, without limitation, by vigorously reasonably pursuing all available avenues of administrative and judicial appeal, unless Parent determines, in its reasonable discretion after consulting with the Company, that litigation is not in its best interests or unless the Company determines, in its reasonable discretion after consulting with Parent, that litigation is not in its best interests.
(d) In furtherance of of, and not in limitation of, the foregoing, each but upon the terms and subject to the conditions of this Agreement, Parent and Company shall use its commercially reasonable efforts to resolve objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Competition Law with respect to the transactions contemplated hereby as promptly as reasonably practicable. Notwithstanding any of the provisions of this Section 7.6, no party hereto nor any of its affiliates shall be required to divest or 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 its businesses or assets.
(e) Each of the parties hereto agrees to cooperate with each other in taking, or causing to be taken, all actions necessary to delist the Company Common Stock from NASDAQ and to terminate registration under the Exchange Act; provided, that such delisting and termination shall not be effective until after the Effective Time of the Merger.best efforts
Appears in 1 contract
Samples: Merger Agreement (Cymer Inc)
