Common use of Filing Under the HSR Act and Other Applicable Antitrust Laws Clause in Contracts

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates to, to the extent required in the reasonable judgment of counsel to Parent and the Company, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions as required by the HSR Act within ten (10) Business Days following the date of this Agreement; and (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Union) pursuant to other applicable Antitrust Laws in connection with the Transactions, with Parent having primary responsibility for the making of such filings. Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and 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 the other 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; (D) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions; and (E) obtain (or cause to be obtained) any required consents pursuant to any Antitrust Laws applicable to the Transactions, in each case as soon as practicable. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions pursuant to the HSR Act or any other Antitrust Laws applicable to the Transactions, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the FTC and DOJ as necessary.

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent The Buyer Parties (and Merger Subtheir respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Subsidiaries, if applicable), on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates to, to the extent required in the reasonable judgment of counsel to Parent and the Company, will (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions Merger as required by the HSR Act within ten (10) Business Days following the date hereof; provided that in the event that the FTC and/or the Antitrust Division of this Agreementthe DOJ is closed or not accepting such filings under the HSR Act (a “Government Closure”), such day shall be extended day-for-day, for each Business Day the Government Closure is in effect; and (ii) promptly as soon as practicable after the date of this Agreement file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Unionin draft form where applicable) pursuant to any other applicable Antitrust Laws Laws, to the extent required in connection the reasonable judgment of counsel to Parent in consultation with the TransactionsCompany, in each case, with Parent having primary responsibility for and control of the making of such filingsfilings and filing and approval strategy, with reasonable input and consultation rights on the part of the Company. No Party shall (or shall permit any of its Affiliates, as applicable, to) withdraw its filing, or commit to or agree with any Governmental Authority to stay, toll, or extend, any applicable waiting period or enter into any similar timing agreement, without the prior written consent of the other Parties (not to be unreasonably withheld, conditioned or delayed). Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and 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 the other 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 madeGovernmental Authorities; and (D) take all action necessary to (1) cause the expiration or termination of the applicable waiting periods (including where applicable, by way of a positive clearance decision) pursuant to the HSR Act and any other applicable Antitrust Laws applicable to Laws, including requesting early termination of the TransactionsHSR waiting period; and (E2) obtain (or cause to be obtained) any the required consents pursuant to any other applicable Antitrust Laws applicable to the TransactionsLaws, in each case as soon as practicablereasonably practicable and in any event prior to the Termination Date. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions Merger pursuant to the HSR Act or any other applicable Antitrust Laws applicable to the TransactionsLaws, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the FTC and DOJ as necessary.

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent and Merger SubSub (and Parent will cause Parent’s “ultimate parent entity” as that term is defined in the HSR Act and its implementing regulations, and their respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Affiliates, if applicable), on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates to, to the extent required in the reasonable judgment of counsel to Parent and the Company, will (i) file or caused to be filed with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions Merger as required by the HSR Act within ten (10) Business Days following the date of this Agreementhereof; and (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Union) pursuant to other applicable Antitrust Laws in connection with the TransactionsMerger, with Parent having primary responsibility for the making of such filings. Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and and, in the case of the Company, 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 the other 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 all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the TransactionsMerger; and (E2) obtain (or cause to be obtained) any required consents pursuant to any Antitrust Laws applicable to the TransactionsMerger, in each case as soon as practicable. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the TransactionsMerger, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. The parties to this Agreement shall notEach of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and shall cause their respective Affiliates not tothe Company (and its Affiliates, take any action with if applicable), on the intention toother hand agree that no Party may extend, or that would reasonably be expected torequest the extension of, hinder or delay the expiration or termination of any waiting period under or decision period or enter into any agreement or understanding with any Governmental Authority with respect to the HSR Act or Merger without the obtaining of approval prior written consent of the FTC and DOJ as necessaryother Parties, which shall not be unreasonably withheld, conditioned or delayed.

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent and Merger SubSub (and their respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Affiliates, if applicable), on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates to, to the extent required in the reasonable judgment of counsel to Parent and the Company, will (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions Merger as required by the HSR Act within ten (10) Business Days following the date of this AgreementAgreement Date and the Austrian Cartel Xxx 0000 within fifteen (15) Business Days following the Agreement Date; and (ii) to the extent required in the reasonable judgment of counsel to Parent and the Company, promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Union) pursuant to other applicable Antitrust Laws in connection with the TransactionsMerger, with Parent having primary responsibility for the making of such filings. Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and 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 the other to be supplied) ), to the extent reasonable and advisable, any additional documents or 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 all action necessary to (I) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the TransactionsMerger; and (EII) obtain (or cause to be obtained) any required consents Consents pursuant to any Antitrust Laws applicable to the TransactionsMerger, in each case as soon as practicable. Notwithstanding the foregoing or anything to the contrary in this Agreement, no Party shall be required to (x) offer, negotiate, commit to, or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any capital stock, other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of any Person, or any other restrictions on the activities of any Person, or (y) contest, defend or appeal any Legal Proceedings. Parent shall pay all filing fees under the HSR Act and for any filings required under foreign Antitrust Laws, but the Company shall bear its own costs for the preparation of any such filings. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the TransactionsMerger, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with to such request. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the FTC and DOJ as necessary.

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent and Merger SubSub (and their respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Affiliates, if applicable), on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates towill, to the extent required in the reasonable judgment of counsel to Parent and the Company, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions Merger as required by the HSR Act within ten (10) 7 Business Days following the date of this Agreement; and (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Union) pursuant to other applicable Antitrust Laws in connection with the TransactionsMerger, with the Parent having primary responsibility for the making of such filings. Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and 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 the other 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 (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the TransactionsMerger; and (E2) obtain (or cause to be obtained) any required consents pursuant to any Antitrust Laws applicable to the TransactionsMerger, in each case as soon as practicable. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the TransactionsMerger, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the FTC and DOJ as necessary.

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent The Buyer Parties (and Merger Subtheir respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Subsidiaries, if applicable), on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates to, to the extent required in the reasonable judgment of counsel to Parent and the Company, will (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions Merger as required by the HSR Act within ten (10) Business Days following the date hereof; provided that in the event that the FTC and/or the Antitrust Division of this Agreementthe DOJ is closed or not accepting such filings under the HSR Act (a “Government Closure”), such day shall be extended day-for-day, for each Business Day the Government Closure is in effect; and (ii) promptly as soon as practicable after the date of this Agreement file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Unionin draft form where applicable) pursuant to any other applicable Antitrust Laws Laws, to the extent required in connection the reasonable judgment of counsel to Parent in consultation with the TransactionsCompany, with Parent having primary responsibility for the making of such filings. No Party shall (or shall permit any of its Affiliates, as applicable, to) withdraw its filing, or commit to or agree with any Governmental Authority to stay, toll, or extend, any applicable waiting period or enter into any similar timing agreement, without the prior written consent of the other Parties (not to be unreasonably withheld, conditioned or delayed). Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and 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 the other 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 madeGovernmental Authorities; and (D) take all action necessary to (1) cause the expiration or termination of the applicable waiting periods (including where applicable, by way of a positive clearance decision) pursuant to the HSR Act and any other applicable Antitrust Laws applicable to Laws, including requesting early termination of the TransactionsHSR waiting period; and (E2) obtain (or cause to be obtained) any the required consents pursuant to any other applicable Antitrust Laws applicable to the TransactionsLaws, in each case as soon as practicablereasonably practicable and in any event prior to the Termination Date. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions Merger pursuant to the HSR Act or any other applicable Antitrust Laws applicable to the TransactionsLaws, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the FTC and DOJ as necessary.

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent and Merger SubSub shall (and shall cause their respective Affiliates, if applicable), on the one hand, and the CompanyCompany shall (and shall cause its Subsidiaries, if applicable), on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates towill, to the extent required in the reasonable judgment of counsel to Parent and the Company, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions Merger as required by the HSR Act within ten (10) five Business Days following the date of this Agreementhereof; and (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Union) pursuant to other applicable Antitrust Laws in connection with the TransactionsMerger, with Parent having primary responsibility for the making of such filings. Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and 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 the other 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 all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the TransactionsMerger; and (E2) obtain (or cause to be obtained) any required consents pursuant to any Antitrust Laws applicable to the TransactionsMerger, in each case as soon as practicable. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the TransactionsMerger, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the FTC and DOJ as necessary.

Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent and Merger SubSub (and their respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Affiliates, if applicable), on the other hand, shall, and in the case of Parent and Merger Sub shall cause their respective Affiliates to, to the extent required in the reasonable judgment of counsel to Parent and the Company, will (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions Merger as required by the HSR Act within ten (10) Business Days following the date of this AgreementAgreement Date and the Austrian Cartel Act 2005 within fifteen (15) Business Days following the Agreement Date; and (ii) to the extent required in the reasonable judgment of counsel to Parent and the Company, promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including the European Union) pursuant to other applicable Antitrust Laws in connection with the TransactionsMerger, with Parent having primary responsibility for the making of such filings. Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and 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 the other to be supplied) ), to the extent reasonable and advisable, any additional documents or 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 all action necessary to (I) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the TransactionsMerger; and (EII) obtain (or cause to be obtained) any required consents Consents pursuant to any Antitrust Laws applicable to the TransactionsMerger, in each case as soon as practicable. Notwithstanding the foregoing or anything to the contrary in this Agreement, no Party shall be required to (x) offer, negotiate, commit to, or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any capital stock, other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of any Person, or any other restrictions on the activities of any Person, or (y) contest, defend or appeal any Legal Proceedings. Parent shall pay all filing fees under the HSR Act and for any filings required under foreign Antitrust Laws, but the Company shall bear its own costs for the preparation of any such filings. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the TransactionsMerger, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with to such request. The parties to this Agreement shall not, and shall cause their respective Affiliates not to, take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the FTC and DOJ as necessary.