Common use of Filing Under Antitrust Laws and Foreign Investment Laws Clause in Contracts

Filing Under Antitrust Laws and Foreign Investment Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall, to the extent required, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business Days following the date of this Agreement (unless the parties or their counsel otherwise agree), and (ii) file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority as are required by other applicable Antitrust Laws or Foreign Investment Laws in the jurisdictions set forth on Section 7.1(b) of the Company Disclosure Letter in connection with the Merger as soon as practicable. Subject to the terms and conditions of this Agreement, each of Parent and the Company shall (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) any additional information that may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; and (D) take (and cause their Affiliates to take) all action reasonably necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to this Agreement or the Merger in the jurisdictions set forth on Section 7.1(b) of the Company Disclosure Letter; and (2) obtain all clearances, consents, approvals, waivers, actions, non-actions and other authorizations pursuant to any applicable Antitrust Laws or Foreign Investment Laws in the jurisdictions set forth on Section 7.1(b) of the Company Disclosure Letter, in each case as promptly as practicable and in any event at least five Business Days prior to the Termination Date. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a Party or any of its Affiliates receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other applicable Antitrust Laws or ​ ​ Foreign Investment Laws, then such Party shall make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request; provided, that no Party may enter into any agreement or understanding with any Governmental Authority to delay or not to consummate the transactions contemplated hereby without the consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall have the principal responsibility, after reasonable consultation with the Company (including giving good faith consideration to any comments made by the Company), for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any applicable Antitrust Laws or Foreign Investment Laws.

Filing Under Antitrust Laws and Foreign Investment Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates ultimate parent entity (as defined in the HSR Act) (“UPE”) to, if applicable), on the one hand, and the Company shall (and shall cause its Affiliates, if applicableUPE to), on the other hand, shall, to the extent required, (i) within ten Business Days following the date of this Agreement, file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business Days (unless the applicable rules governing the form and information required in such filings under the HSR Act have materially changed and are in effect at the time such a filing would have to be made, in which case it shall be made as promptly as reasonably practicable); and (ii) as soon as reasonably practicable following the date of this Agreement (unless the parties or their counsel otherwise agree)Agreement, and (ii) file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority as are required by other applicable Antitrust Laws or Foreign Investment Laws in the jurisdictions set forth on Section 7.1(b) of the Company Disclosure Letter in connection with the Merger as soon as practicableMerger. Subject to the terms and conditions of this Agreement, each Each of Parent and the Company shall (A) cooperate and coordinate (and shall cause its respective Affiliates UPEs to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) any additional information that may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; and (D) use reasonable best efforts to take (and cause their Affiliates to take) all action reasonably necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to this Agreement or the Merger in the jurisdictions set forth on Section 7.1(b) of the Company Disclosure LetterMerger; and (2) obtain all clearances, consents, approvals, waivers, actions, non-actions and other authorizations pursuant to any applicable Antitrust Laws or Foreign Investment Laws in applicable to this Agreement or the jurisdictions set forth on Section 7.1(b) of the Company Disclosure LetterMerger, in each case as promptly as practicable and in any event at least five Business Days prior to the Termination Datepracticable. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates UPEs to, if applicable), on the one hand, and the Company shall (and shall cause its AffiliatesUPE to), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a Party or any of its Affiliates receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other applicable Antitrust Laws or ​ ​ Foreign Investment LawsLaws applicable to the Merger, then such Party shall make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request; provided, that no Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority to delay or not to consummate the transactions contemplated hereby without the consent permission of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that notwithstanding the foregoing, Parent may, at its sole discretion, promptly pull and timely refile one time the Notification and Report Form relating to this Agreement and the transactions contemplated herein as required by the HSR Act. Parent and Merger Sub shall have be solely responsible for payment of all filing fees in connection with filings made under the principal responsibility, after reasonable consultation with the Company (including giving good faith consideration to HSR Act and any comments made by the Company), for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any applicable other Antitrust Laws or Foreign Investment Laws.

Filing Under Antitrust Laws and Foreign Investment Laws. Each of Parent and Merger Sub shall (and Parent and Merger Sub shall cause their respective Affiliates or other applicable “ultimate parent entity” or other similar controlling entity to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall, to the extent required, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten twenty (20) Business Days following the date of this Agreement (unless the parties or their counsel otherwise agree), Agreement; and (ii) as promptly as practicable following the date of this agreement, and in any event within twenty (20) Business Days following the date of this Agreement, file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority as are required by other applicable Antitrust Laws or and Foreign Investment Laws in of the jurisdictions set forth on listed in Section 7.1(b) of the Company Disclosure Letter in connection with the Merger as soon as practicableMerger. Subject to the terms and conditions of this Agreement, each Each of Parent and the Company shall (A) cooperate and coordinate (and shall cause its respective Affiliates or other applicable “ultimate parent entity” or other similar controlling entity to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) any additional information that may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; and (D) use reasonable best efforts to take (and cause their Affiliates to take) all action reasonably necessary, proper or advisable with respect to Parent, Merger Sub, and their respective Subsidiaries, if applicable, and of the Company and its Subsidiaries to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws applicable to this Agreement or the Merger in the jurisdictions set forth on Section 7.1(b) of the Company Disclosure LetterMerger; and (2) obtain all clearances, consents, approvals, waivers, actions, non-actions and other authorizations pursuant to any applicable Antitrust Laws or Foreign Investment Laws in applicable to this Agreement or the jurisdictions set forth on Section 7.1(b) of the Company Disclosure LetterMerger, in each case as promptly as practicable and in any event at least five Business Days prior to the Termination Date. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a Party or any of its Affiliates receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other applicable Antitrust Laws or ​ ​ Foreign Investment LawsLaws applicable to the Merger, then such Party shall make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request; providedprovided that Parent shall control strategy, that no Party may enter into communications, and timing with respect to parties’ efforts to obtain any agreement necessary or understanding with advisable clearances, approvals, waivers, actions, non-actions, authorizations, consents, Orders or declarations of any Governmental Authority to delay or not the expiration or termination of any applicable waiting period necessary to consummate the transactions contemplated hereby without Transactions, including the consent Merger, after considering in good faith all comments and advice of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayedCompany. Parent and Merger Sub shall have be solely responsible for payment of all filing fees in connection with filings made under the principal responsibility, after reasonable consultation with the Company (including giving good faith consideration to HSR Act and any comments made by the Company), for determining and implementing the strategy for obtaining any necessary clearance, consents, approvals, or waiting period expirations or terminations pursuant to any applicable other Antitrust Laws or and Foreign Investment Laws.