Common use of Efforts to Consummate; Certain Governmental Matters Clause in Contracts

Efforts to Consummate; Certain Governmental Matters. Upon the terms and subject to the conditions herein provided, each of the Parties agrees to 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 for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE or CANFITE in connection with the grant of the license to the Licensed Compounds and Licensed Products to EYEFITE or the taking of any action contemplated by this Agreement. Without limiting the generality of the undertakings pursuant to this Section 11.1, each of EYEFITE and CANFITE agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade.

Efforts to Consummate; Certain Governmental Matters. Upon (a) Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Affiliates to, use their respective Reasonable Best Efforts to obtain and to cooperate in obtaining any Governmental Authorizations and Consents required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement. The parties will promptly make a filing under the HSR Act within ten (10) Business Days of the date hereof. The parties hereby agree to diligently pursue termination of the waiting periods under the HSR Act or any other Competition/Investment Law (including promptly responding to any requests for additional information). Each party shall use its Reasonable Best Efforts to cooperate with the other party in such other party’s efforts to obtain any Consents as are required in connection with the consummation of the transactions contemplated hereby. Notwithstanding the foregoing or anything else in this Agreement to the contrary, in no event (x) shall Buyer or any of its subsidiaries, Affiliates or Affiliates of its subsidiaries be required to dispose of any material assets (including material contractual rights) in order to comply with this Section 5.2 or any other Section of this Agreement, (y) shall the Buyer or any of its respective subsidiaries, Affiliates or Affiliates of its subsidiaries be required to agree to any condition with respect to its ownership and operation of its business, the Business or any other business and material assets which Buyer or any of its subsidiaries, Affiliates or Affiliates of its subsidiaries may have the right to acquire and (z) shall a party be required to share with another party such information as is customarily not provided by parties in connection with filing the relevant filing made under the HSR Act or other Competition/Investment Law. (b) Subject to the terms and subject conditions set forth in this Agreement, Buyer and Seller shall use, and shall cause their respective Affiliates to the conditions herein provideduse, each of the Parties agrees their respective Reasonable Best Efforts to use its reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary for it necessary, or reasonably advisable on its part under this Agreement and the Ancillary Agreements and applicable Law to do under applicable Laws satisfy the conditions to Closing, and to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements as soon as practicable. (c) Buyer and Seller each shall, including all actions upon request by the other and all things necessary for it (i) subject to comply promptly appropriate confidentiality restrictions, furnish the other with all legal requirements that material documentation concerning the Business, on the one hand, or Buyer, on the other hand, and such other matters as may be imposed necessary or reasonably advisable in connection with any notices, reports, statements, applications or other filings made by or on it behalf of Buyer, Seller or any of their respective Affiliates to any Governmental Entity in connection with respect to the transactions contemplated by this Agreement and the transactions contemplated hereby Ancillary Agreements; provided that any such documentation furnished by the parties to one another may be redacted to the extent necessary, either to comply with applicable Law, including antitrust law, or to protect the confidentiality of any information that is confidential to a third party in such documentation where the third party’s consent to the disclosure of such documentation is conditioned upon the redaction of the information concerned. (which actions shall include furnishing all information required d) Subject to applicable Law or as prohibited by applicable Laws in connection with approvals of or filings with any Governmental Authority)Entity, (ii) to satisfy Buyer and Seller each shall keep the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE or CANFITE in connection with the grant apprised of the license status of matters relating to the Licensed Compounds and Licensed Products to EYEFITE or the taking of any action contemplated by this Agreement. Without limiting the generality of the undertakings pursuant to this Section 11.1, each of EYEFITE and CANFITE agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license of the Licensed Compounds and Licensed Products and transactions contemplated hereby, including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Consents for the timely consummation of transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of Agreement and the parties hereto will furnish to Ancillary Agreements and (ii) promptly furnishing the other parties such necessary information and reasonable assistance with copies of material notices or other communications received by Buyer or Seller, as such other parties the case may reasonably request in connection with the foregoing and will keep the other parties reasonably informed be, from any third party or any Governmental Entity with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided that any such notices furnished by the parties to one another may be redacted to the extent necessary, either to comply with applicable Law or to protect the confidentiality of information that if furnished would not facilitate the other party’s understanding of the status of matters relating to consummation of the transactions contemplated hereby. For purposes None of this Section 11.1Seller or Buyer shall permit any of its officers or any other representatives or agents to participate in any meeting or discussion with any Governmental Entity with respect to any filings, “Competition Laws” shall mean statutesinvestigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, rulesto the extent permitted by such Governmental Entity, regulationsgives the other party the opportunity to attend and participate thereat. (e) From the date of the Agreement until the Closing Date, orders, decrees, administrative and judicial doctrines and other Laws the Seller will give the Buyer prompt written notice upon becoming aware of any jurisdiction material development affecting the Transferred Assets, Assumed Liabilities, Business, financial condition, operations or prospects of the Seller, or any event or circumstance that are designed has resulted or intended would reasonably be expected to prohibitresult in a breach of, restrict or regulate actions material inaccuracy in, the Seller’s representations and warranties; provided, however, that may have no such disclosure will be deemed to prevent or cure any such breach of, or inaccuracy in, amend or supplement any Schedule to, or otherwise disclose any exception to, any of the purpose or effect of creating a monopoly, lessening competition or restraining traderepresentations and warranties set forth in this Agreement.

Efforts to Consummate; Certain Governmental Matters. Upon (a) The Company, on the terms one hand, and subject to Parent, on the conditions herein providedother hand, each of the Parties agrees to shall, and shall cause their respective Subsidiaries to, use its their respective reasonable best efforts to takeobtain and to cooperate in obtaining any Regulatory Approvals and Non-Governmental Consents required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement and as required to consummate the transactions contemplated hereby. All HSR Act, Spanish Competition Law and Portuguese Competition Law fees and all merger notification fees or charges required to be paid in connection with a filing or application required by any other Competition/Investment Law shall be borne by Parent. The Company, Parent and Merger Sub agree to make their respective filings pursuant to (i) the HSR Act with respect to the transactions contemplated by this Agreement within [***] after the date hereof *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and (ii) Spanish Competition Law, Portuguese Competition Law and any other required merger notification filings required by any other Competition/Investment Law with respect to the transactions contemplated by this Agreement within [***] after the date hereof. The Company, Parent and Merger Sub shall use their respective reasonable best efforts to cooperate with, and provide any required information or documents to, the other party in such other party’s efforts to obtain any Regulatory Approvals and Non-Governmental Consents as are required in connection with the consummation of the transactions contemplated hereby and agrees that it will not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Parent shall, and the Company shall, and shall cause their respective Subsidiaries to, respond as promptly as practicable to any inquiries received from the Antitrust Division of the U.S. Department of Justice, the Federal Trade Commission (the “FTC”), or any other Governmental Entity for additional information or documentation and to all inquiries and requests received from any Governmental Entity in connection with the transactions contemplated hereby. (c) In using its “reasonable best efforts” to obtain consents of all Governmental Entities necessary to consummate the transactions contemplated by this Agreement, Parent and the Company shall use reasonable best efforts to [***]. (d) Subject to the terms and conditions set forth in this Agreement, Parent, Merger Sub, and the Company shall use, and shall cause their respective Subsidiaries to use, their reasonable best efforts to take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary for it necessary, or reasonably advisable on its part under this Agreement and the Ancillary Agreements and applicable Law to do under applicable Laws satisfy the conditions to Closing, and to consummate and make effective the transactions contemplated by this AgreementAgreement and the Ancillary Agreements as soon as practicable. For the avoidance of doubt, including all actions nothing in this Section 5.2(d) will require any party to waive any condition to such party’s obligation to consummate the transactions contemplated by this Agreement set forth in Article VIII. (e) Parent, Merger Sub, and all things necessary for it (i) the Company each shall, upon request by the other and subject to comply promptly appropriate confidentiality restrictions, furnish the other with all legal requirements that documentation concerning the Purchased Companies, Parent or Merger Sub and such other matters as may be imposed necessary or reasonably advisable in connection with any notices, reports, statements, applications or other filings made by or on it behalf of Parent, the Company or any of their respective Affiliates to any Governmental Entity in connection with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; provided that any such documentation furnished by the parties to one another may be redacted or provided on an “outside counsel only” basis to the extent necessary, either to comply with applicable Law or to protect the confidentiality of information that if furnished would not materially facilitate the other party’s understanding of the status of matters relating to consummation of the transactions contemplated hereby. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (f) Subject to applicable Law, Parent, Merger Sub and the Company each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including (i) promptly notifying the other of any facts, circumstances or other reason that would prevent the receipt of any Regulatory Approvals or the Non-Governmental Consents for the timely consummation of transactions contemplated by this Agreement and the Ancillary Agreements and (ii) promptly furnishing the other with copies of notices or other communications received by Parent, Merger Sub or the Company, as the case may be, from any third party or any Governmental Entity with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; provided that any such notices furnished by the parties to one another may be redacted or provided on an “outside counsel only” basis to the extent necessary, either to comply with applicable Law or to protect the confidentiality of information that if furnished would not materially facilitate the other party’s understanding of the status of matters relating to consummation of the transactions contemplated hereby. None of Parent, Merger Sub or the Company shall permit any of its officers or any other Representatives or agents to participate in any meeting with any Governmental Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat. (which actions g) From and after the date hereof, Parent shall, and, from and after the Closing Date, Parent shall include furnishing cause the Surviving Company to, prepare and file all information notices, reports, statements, applications and other filings as required by applicable Laws in connection with approvals of Law or filings with any Governmental AuthorityEntity or as otherwise customary or advisable under applicable Law as a result of the consummation on the Closing Date of the transactions contemplated hereby. (h) Subject to applicable Law and except as required by any Governmental Entity, none of Parent, Merger Sub, or the Company shall (i) agree to extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), (ii) enter into any agreement with any Governmental Entity not to satisfy consummate the conditions precedent transactions contemplated by this Agreement or any Ancillary Agreement without the prior written consent of the other party (such consent not to the obligations be unreasonably withheld, conditioned of such party hereto, and delayed) or (iii) take any action that would be reasonably likely to obtain prevent or delay the receipt of any consentRegulatory Approvals or Non-Governmental Consents, authorizationin each case, order or approval ofto the extent necessary for the timely consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (i) Notwithstanding anything to the contrary herein, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE or CANFITE in connection with the grant of the license to the Licensed Compounds and Licensed Products to EYEFITE or the taking exercise of any action contemplated by this Agreement. Without limiting the generality reasonable best efforts or other standard of the undertakings conduct pursuant to this Section 11.1Agreement, each no party hereto or any of EYEFITE and CANFITE agree to provide or cause to their respective Affiliates shall be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement required, in respect of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation provision of the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject , to appropriate confidentiality protectionspay any fees, each of the parties hereto will furnish to the expenses or other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect amounts to any consentGovernmental Entity or any party to any Contract, authorization, order or approval of, or exemption by, sought from any Governmental Authority except as provided in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining tradeSection 11.7.

Efforts to Consummate; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.2), each of the Parties parties hereto agrees to 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 for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws Law in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE Purchaser or CANFITE any Divesting Entity in connection with the grant acquisition of the license to the Licensed Compounds and Licensed Products to EYEFITE Purchased Assets or the taking of any action contemplated by this AgreementAgreement and (iv) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations and Product Registrations necessary for the operation of the Business. Without limiting the generality of the undertakings pursuant to this Section 11.17.3(a), each of EYEFITE Parent Divesting Entity and CANFITE Purchaser agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“"Governmental Antitrust Authority”") information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license acquisition of the Licensed Compounds and Licensed Products Purchased Assets and the other transactions contemplated by this Agreement. . (b) Subject to appropriate confidentiality protections, each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade.

Efforts to Consummate; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.2), each of the Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws Law in connection with approvals of or filings with any Governmental AuthorityAuthority in the Territory), (ii) to satisfy the conditions precedent to the obligations of such party heretoParty, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority in the Territory or other Person required to be obtained or made by EYEFITE either of the Purchasers, Seller or CANFITE any Divesting Entity in connection with the grant acquisition of the license to Purchased Assets, the Licensed Compounds and Licensed Products to EYEFITE assumption of Assumed Liabilities or the taking of any other action contemplated by this Agreement, (iv) to prevent any Governmental Order or any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and (v) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations necessary for the operation of the Business. Without limiting any of the Parties' obligations hereunder, Purchasers shall determine and direct the strategy by which the Parties will seek such required consents, authorizations, orders, approvals or exemptions, provided that prior to taking any strategic decisions Purchasers shall consult with Seller. Without limiting the generality of the undertakings pursuant to this Section 11.17.3(a), each of EYEFITE Seller and CANFITE Purchasers agree to provide or cause to be provided promptly to each Governmental Authority in the Territory with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license acquisition of the Licensed Compounds and Licensed Products Purchased Assets in the Territory, the assumption of Assumed Liabilities and the other transactions contemplated by this Agreement. . (b) Subject to appropriate confidentiality protections, each of the parties hereto Party will furnish to the other parties Party such necessary information and reasonable assistance as such the other parties Party may reasonably request in connection with the foregoing and will keep the other parties Party reasonably informed with respect to any consent, authorization, order or approval of, or exemption byby or sought from, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes . (c) At a date to be mutually agreed upon by the Parties hereto, but no later than *** Business Days after the date of this Agreement, the Parties shall make the filings required of such Party under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (d) Any notification, filing or submission made pursuant to this Section 11.1, “Competition Laws” 7.3 shall mean statutes, rules, regulations, orders, decrees, administrative be made in a timely manner and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining tradein full compliance with applicable Law.

Efforts to Consummate; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein provided, each of the Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws Law in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party heretoParty, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE Purchaser, Seller or CANFITE any Divesting Entity in connection with the grant acquisition of the license to Purchased Assets, the Licensed Compounds and Licensed Products to EYEFITE assumption of Assumed Liabilities or the taking of any other action contemplated by this Agreement, (iv) to prevent any Governmental Order or any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and (v) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations necessary for the operation of the Business in a manner consistent with the operation of the Business during the one year period immediately prior to the Closing. Without limiting the generality of the undertakings pursuant to this Section 11.17.3(a), each of EYEFITE Seller and CANFITE Purchaser agree to provide or cause to be provided promptly to each Governmental Authority in the Territory with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license acquisition of the Licensed Compounds and Licensed Products Purchased Assets, the assumption of Assumed Liabilities and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, within three (3) Business Days after the execution of this Agreement, each of the Parties will file any Notification and Report Forms and related material required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and will use commercially reasonable efforts to obtain an early termination of the applicable waiting period, and promptly will make any further filings pursuant thereto that may be necessary, proper or advisable. (b) Subject to appropriate confidentiality protections, each of the parties hereto Party will furnish to the other parties Party such necessary information and reasonable assistance as such the other parties Party may reasonably request in connection with the foregoing and will keep the other parties Party reasonably informed with respect to any consent, authorization, order or approval oforder, approval, or exemption by, that is sought or received from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade.