Common use of Filing Under the HSR Act Clause in Contracts

Filing Under the HSR Act. The Buyer Parties (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Subsidiaries, if applicable), on the other hand, will, 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 Merger as required by the HSR Act within ten Business Days following the date hereof; provided that in the event that the FTC and/or the Antitrust Division of the 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) 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 in draft form where applicable) pursuant to any other applicable Antitrust Laws, with Parent having primary responsibility for the making of such filings. Each of Parent and the Company will use reasonable 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) subject to the limitations set forth in Section 6.2(b), 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, including requesting early termination of the HSR waiting period; and (2) obtain the required consents pursuant to any other applicable Antitrust Laws, 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 Merger pursuant to the HSR Act or any other applicable Antitrust Laws, 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 to such request.

Filing Under the HSR Act. The Buyer Parties Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Subsidiaries, if applicable), on the other hand, will, to the extent required in the reasonable judgment of counsel to Parent and the Companyshall, (i) within ten (10) 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 following the date hereof; provided that in the event that the FTC and/or the Antitrust Division Act, which shall request early termination of the 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 effectwaiting period; and (ii) as soon promptly as reasonably practicable after following the date of this Agreement Agreement, file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including in draft form where applicable) pursuant to any that are required by other applicable Antitrust Laws, Laws in connection with Parent having primary responsibility for the making of such filingsMerger. Each of Parent and the Company will shall use its reasonable best efforts to (A) cooperate and coordinate (and shall cause its respective Affiliates and Subsidiaries, respectively, 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 reasonably required in order to make such filings; (C) as promptly as reasonably practicable supply (or cause the other to be supplied) any additional information that reasonably 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) subject take (and cause its respective Affiliates or Subsidiaries, respectively, to the limitations set forth in Section 6.2(b), take take) all action necessary necessary, proper or advisable 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 Antitrust Laws applicable Antitrust Laws, including requesting early termination of to this Agreement or the HSR waiting periodMerger; and (2) obtain the any required approvals or consents pursuant to any other Antitrust Laws applicable Antitrust Lawsto this Agreement or the Merger, in each case as soon promptly as practicablepracticable and in any event prior to the Termination Date. Each of Parent and Merger Sub shall (and shall cause its respective Affiliates), on the one hand, and the Company shall (and shall cause its Subsidiaries), on the other hand, promptly inform the other of any material communication from any Governmental Authority regarding the Merger in connection with such filings. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any similar request pursuant to any other Antitrust Laws applicable Antitrust Lawsto the Merger, then such Party will make (or cause to be made), as soon promptly as reasonably practicable and after consultation with the other Parties, an appropriate response to in substantial compliance with such request.

Filing Under the HSR Act. The Buyer Parties Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its SubsidiariesAffiliates, if applicable), on the other hand, will, to the extent required in the reasonable judgment of counsel to Parent and the Company, use their respective reasonable best efforts to (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 promptly following the date hereof; provided that in the event that the FTC and/or the Antitrust Division of the 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 effectthis Agreement; and (ii) as soon as practicable after the date of this Agreement promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including in draft form where applicable) pursuant to any that are required by other applicable Antitrust Laws, Laws in connection with Parent having primary responsibility for the making of such filingsMerger. Each of Parent and the Company will use reasonable efforts to (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of such filings; (B) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably 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) subject use its respective reasonable best efforts to the limitations set forth in Section 6.2(b), 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 Antitrust Laws applicable Antitrust Laws, including requesting early termination of to the HSR waiting periodMerger; and (2) obtain the any required consents pursuant to any other Antitrust Laws applicable Antitrust Lawsto the Merger, in each case as soon as practicable; and (E) prior to independently participating in any material meeting, or engaging in any substantive conversation, with any Governmental Authority in respect of any such filings or any investigations or other inquiries relating thereto, provide notice to the other party of such meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Governmental Authority regarding the Merger in connection with 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 Merger pursuant to the HSR Act or any other Antitrust Laws applicable Antitrust Lawsto the Merger, then such Party will use reasonable best efforts to make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response to in compliance with such request.

Filing Under the HSR Act. The Buyer Parties Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Subsidiaries, if applicable), on the other hand, will, to the extent required in the reasonable judgment of counsel to Parent and the Companyshall, (i) within ten (10) 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 following the date hereof; provided that in the event that the FTC and/or the Antitrust Division Act, which shall request early termination of the 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 effectwaiting period; and (ii) as soon as practicable after reasonably practicable, which shall be no more than twenty (20) Business Days for either party if such party receives all the date of this Agreement information required to make such filings from the other party in a timely fashion, file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including in draft form where applicable) pursuant to any that are required by other applicable Antitrust Laws, Laws in connection with Parent having primary responsibility for the making of such filingsMerger. Each of Parent and the Company will use reasonable efforts to shall (A) cooperate and coordinate (and shall cause its respective Affiliates and Subsidiaries, respectively, to cooperate and coordinate) with the other in determining whether any such filings are required and the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be reasonably required in order to determine whether any such filings are required and make such filings; (C) as promptly as reasonably practicable supply (or cause the other to be supplied) any additional information that reasonably 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) subject take (and cause its respective controlled Affiliates or Subsidiaries, respectively, to the limitations set forth in Section 6.2(b), take take) all action necessary necessary, proper or advisable 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 Antitrust Laws applicable Antitrust Laws, including requesting early termination of to this Agreement or the HSR waiting periodMerger; and (2) obtain the any required approvals or consents pursuant to any other Antitrust Laws applicable Antitrust Lawsto this Agreement or the Merger, in each case as soon promptly as practicablepracticable and in any event prior to the Termination Date. Each of Parent and Merger Sub shall (and shall cause its respective Affiliates), on the one hand, and the Company shall (and shall cause its Subsidiaries), on the other hand, promptly inform the other of any material communication from any Governmental Authority regarding the Merger in connection with such filings. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any similar request pursuant to any other Antitrust Laws applicable Antitrust Lawsto the Merger, then such Party will make (or cause to be made), as soon promptly as reasonably practicable and after consultation with the other Parties, an appropriate response to in compliance with such request.

Filing Under the HSR Act. The Buyer Parties Each of Parent and Merger Sub (and their respective controlling Persons and controlled Affiliates, if applicable), on the one hand, and the Company (and its Subsidiaries, if applicable), on the other hand, will, to the extent required in the reasonable judgment of counsel to Parent and the Companyshall, (i) within seven (7) 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 following the date hereof; provided that in the event that the FTC and/or the Antitrust Division Act, which shall request early termination of the 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 effectwaiting period; and (ii) as soon promptly as reasonably practicable after following the date of this Agreement Agreement, file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including in draft form where applicable) pursuant to any that are required by other applicable Antitrust Laws, Laws in connection with Parent having primary responsibility for the making of such filingsMerger. Each of Parent and the Company will use reasonable efforts to shall (A) cooperate and coordinate (and shall cause its respective controlling Persons, controlled Affiliates and Subsidiaries, respectively, 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 reasonably required in order to make such filings; (C) as promptly as reasonably practicable supply (or cause the other to be supplied) any additional information that reasonably 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) subject take (and cause its respective controlling Persons, controlled Affiliates or Subsidiaries, respectively, to the limitations set forth in Section 6.2(b), take take) all action necessary necessary, proper or advisable 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 Antitrust Laws applicable Antitrust Laws, including requesting early termination of to this Agreement or the HSR waiting periodMerger; and (2) obtain the any required approvals or consents pursuant to any other Antitrust Laws applicable Antitrust Lawsto this Agreement or the Merger, in each case as soon promptly as practicablepracticable and in any event prior to the Termination Date. Each of Parent and Merger Sub shall (and shall cause its respective controlling Persons and controlled Affiliates), on the one hand, and the Company shall (and shall cause its Subsidiaries), on the other hand, promptly inform the other of any material communication from any Governmental Authority regarding the Merger in connection with such filings. If any Party or any controlling Persons or controlled Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any similar request pursuant to any other Antitrust Laws applicable Antitrust Lawsto the Merger, then such Party will make (or cause to be made), as soon promptly as reasonably practicable and after consultation with the other Parties, an appropriate response to in compliance with such request.

Filing Under the HSR Act. The Buyer Parties Each of Parent, Proton Parent and Merger Sub shall (and shall cause their respective AffiliatesAffiliates to, if applicable), on the one hand, and the Company (and its SubsidiariesAffiliates, if applicable), on the other hand, willshall, to the extent required in the reasonable judgment of counsel to Parent and the Companyrequired, (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 hereof; provided that in the event that the FTC and/or the Antitrust Division of the 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) 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 in draft form where applicable) pursuant to any other applicable Antitrust Laws, with Parent having primary responsibility for the making of such filingsAgreement. Each of Parent and the Company will use reasonable efforts shall, in relation to filings under the HSR Act, (Ai) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (Bii) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (Ciii) 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 madejurisdiction; and (Div) subject use their respective reasonable best efforts to the limitations set forth in Section 6.2(b), take all action necessary reasonably necessary, proper or advisable 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 applicable to this Agreement or the Merger, as promptly as reasonably practicable and in any event at least three Business Days prior to the Termination Date. Each of Parent, Proton 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 applicable Antitrust Lawshand, including requesting early termination shall promptly inform the other of any substantive communication from any Governmental Authority regarding the HSR waiting period; and (2) obtain the required consents pursuant to any other applicable Antitrust Laws, Merger in each case as soon as practicableconnection with such filings. If any a Party or Affiliate thereof 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 Antitrust Law or foreign direct investment or similar applicable Antitrust LawsLaw of any jurisdiction, then such Party will shall make (or or, cause to be made), as soon promptly as reasonably practicable and after consultation with the other Parties, an appropriate response to such request; provided, that no Party may extend, or request the extension of, any waiting period or decision period, or enter into any agreement or understanding with any Governmental Authority to delay or otherwise not to consummate the Merger or the Transactions without the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Parent, Proton Parent and Merger Sub shall be solely responsible for payment of all filing fees in connection with filings made under the HSR Act.

Filing Under the HSR Act. The Buyer Parties Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Subsidiaries, if applicable), on the other hand, willshall, to the extent required in the reasonable judgment of counsel to Parent and the Companyrequired, (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 (10) Business Days following the date hereof; provided that in the event that the FTC and/or the Antitrust Division of the DOJ is closed or not accepting such filings under this Agreement, which shall request early termination of 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) 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 in draft form where applicable) pursuant to any other applicable Antitrust Laws, with Parent having primary responsibility for the making of such filingswaiting period. Each of Parent and the Company will use reasonable efforts to shall (A) cooperate and coordinate (and shall cause its respective Affiliates and Subsidiaries, respectively, 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 reasonably required in order to make such filings; (C) as promptly as reasonably practicable supply (or cause the other to be supplied) any additional information that reasonably 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) subject to the limitations set forth in Section 6.2(b), take (and cause its respective Affiliates or Subsidiaries, respectively, to take) all action necessary necessary, proper or advisable 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 Antitrust Laws applicable Antitrust Laws, including requesting early termination of to this Agreement or the HSR waiting periodMerger; and (2) obtain the any required approvals or consents pursuant to any other Antitrust Laws applicable Antitrust Lawsto this Agreement or the Merger, in each case as soon promptly as practicablepracticable and in any event prior to the Termination Date. Each of Parent and Merger Sub shall (and shall cause its respective Affiliates), on the one hand, and the Company shall (and shall cause its Subsidiaries), on the other hand, promptly inform the other of any material communication from any Governmental Authority regarding the Merger in connection with such filings. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any similar request pursuant to any other Antitrust Laws applicable Antitrust Lawsto the Merger, then such Party will make (or cause to be made), as soon promptly as reasonably practicable and after consultation with the other Parties, an appropriate response to in compliance with such request.

Filing Under the HSR Act. The Buyer Parties Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its SubsidiariesAffiliates, if applicable), on the other hand, will, 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 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 the 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 effectthis Agreement; and (ii) as soon as practicable after the date of this Agreement promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including in draft form where applicable) pursuant to any that are required by other applicable Antitrust Laws, Laws in connection with Parent having primary responsibility for the making of such filingsMerger. Each of Parent and the Company will use reasonable 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 reasonably 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) subject to the limitations set forth in Section 6.2(b), 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 Antitrust Laws applicable Antitrust Laws, including requesting early termination of to the HSR waiting periodMerger; and (2) obtain the any required consents pursuant to any other Antitrust Laws applicable Antitrust Lawsto the Merger, in each case as soon as practicable. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Governmental Authority regarding the Merger in connection with 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 Merger pursuant to the HSR Act or any other Antitrust Laws applicable Antitrust Lawsto the Merger, 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 to in compliance with such request.

Filing Under the HSR Act. The Buyer Parties Each of the Parent (and their respective its Affiliates, if applicable), on the one hand, and the Company (and its SubsidiariesAffiliates, if applicable), on the other hand, will, 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 Merger Transactions as required by the HSR Act within ten twenty (20) Business Days following the date hereof; provided that in the event that the FTC and/or the Antitrust Division of the 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 effectthis Agreement; and (ii) as soon as practicable after the date of this Agreement if required, promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority (including in draft form where applicable) pursuant to any that are required by other applicable Antitrust Laws, Laws in connection with Parent having primary responsibility for the making of such filingsTransactions. Each of the Parent and the Company will use reasonable 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 reasonably 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) subject to the limitations set forth in Section 6.2(b), take all reasonable 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 Antitrust Laws applicable Antitrust Laws, including requesting early termination of to the HSR waiting periodTransactions; and (2) obtain the any required consents pursuant to any other Antitrust Laws applicable Antitrust Lawsto the Transactions, in each case as soon as practicable, subject to the terms and conditions of this Agreement. Each of the Parent (and its Affiliates, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Governmental Authority regarding the Transactions in connection with 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 Merger Transactions pursuant to the HSR Act or any other Antitrust Laws applicable Antitrust Lawsto the Transactions, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other PartiesParty, an appropriate response to in compliance with such request.