Filings and Authorizations; Consummation. (a) Subject to the terms and conditions of this Agreement, each party shall use its reasonable best efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement. Each party hereto agrees to (i) promptly after the date hereof (and in no event later than thirty (30) calendar days after the date hereof) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated hereby and (ii) as promptly as practicable make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby. Each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as possible, it being understood, however, that in no event shall the Buyer or the Company be required to: (1) divest any of its businesses or material assets that would represent greater than five percent (5%) of the revenue of the Buyer’s consolidated corporate group as of immediately subsequent to the Closing for the immediately preceding (12-) twelve-month period (calculated on a pro forma basis giving effect to the consummation of the transactions contemplated by this Agreement); or (2) take or agree to take any other action or agree to any other limitation or restriction that would be material and adverse to the Buyer and its Subsidiaries, taken as a whole, or that would materially and adversely impair the overall benefits expected to be realized from acquisition of the Business.
Filings and Authorizations; Consummation. (a) Each party hereto shall use commercially reasonable efforts, and shall cooperate with the other parties to this Agreement, to obtain as promptly as practicable any and all authorizations, approvals, orders, consents, licenses, waivers, no action acknowledgments, certificates, permits, registrations, qualifications or other rights and privileges of any Governmental Authority or third party (collectively, “Consents”) necessary or advisable for the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement, including Sellers’ Approvals, the Target Companies Approvals and Buyers’ Approvals.
Filings and Authorizations; Consummation. (a) Subject to the terms and conditions herein, each party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Law to consummate and make effective as promptly as practicable the Mergers. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing.
Filings and Authorizations; Consummation. (a) Each of the parties hereto, as promptly as practicable, shall make, or cause to be made, all filings and submissions under Antitrust Laws and any other laws, rules and regulations applicable to it, or to its Subsidiaries and Affiliates, as may be required for it to consummate the transactions contemplated herein and use its commercially reasonable efforts (which shall not require any party to make any payment or concession to any Person in connection with obtaining such Person’s consent) to obtain, or cause to be obtained, all other authorizations, approvals, consents and waivers from all Governmental Authorities and other Persons necessary to be obtained by it, or its Subsidiaries or Affiliates, in order for it to consummate such transactions.
Filings and Authorizations; Consummation. (a) The Sellers, the Company and the Buyer shall use their respective reasonable best efforts to obtain the authorizations, consents, Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to each Transaction Document. The Sellers, the Company and the Buyer shall use their respective reasonable best efforts to obtain such approvals of and take such action with respect to any Governmental Authority, as may be necessary to consummate the transactions contemplated by this Agreement; provided, however, that, notwithstanding anything to the contrary, in no event shall the Buyer or any of its Affiliates be required to (a) commence or threaten to commence litigation; (b) agree to hold separate, divest, license or cause a third party to purchase, any of the assets or businesses of the Buyer, the Company or any of their respective Affiliates; or (c) otherwise agree to any restrictions on the businesses of the Buyer, the Company or any of their respective Affiliates in connection with avoiding or eliminating any restrictions to the consummation of the transactions contemplated by this Agreement under any applicable Law or Order. The parties hereto shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 7.6. The parties hereto shall use commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by any other party hereto in connection with the foregoing.
Filings and Authorizations; Consummation. (a) Each of the parties hereto shall use its commercially reasonable efforts to file or supply, cause to be filed or supplied, all filings and information required to be filed or supplied pursuant to the HSR Act to consummate the transactions contemplated herein not provided prior to the date hereof. The parties hereto shall reasonably coordinate and cooperate with one another in exchanging such information and supplying such reasonable assistance as may be reasonably requested by each in connection with the foregoing.
Filings and Authorizations; Consummation. (a) Subject to the terms and conditions of this Agreement, including this Section 5.5, Section 5.7 and Section 5.10, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken by its Representatives and by Parent in the case of Purchaser, all actions and to do, or cause to be done, all things necessary, proper or advisable (i) under applicable Law (including, without limitation, the HSR Act, Export Control Laws, Exon-Xxxxxx, ITAR and International Competition Laws) to consummate and make effective the Merger and the other transactions expressly contemplated by this Agreement, (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties to any Material Contract required in order to preserve material contractual relationships of the Company and its Subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions by the Outside Date (and, in such case, to proceed with the Closing as expeditiously as possible) and (iii) to prevent the entry, enactment or promulgation of any threatened or pending Law, injunction or Order that could restrain, prevent, delay or make illegal the Closing or otherwise materially adversely affect the ability of the parties or any of their Affiliates hereto to consummate the Merger or the other transactions expressly contemplated by this Agreement. In addition, subject to such terms and conditions herein provided, none of the parties hereto shall, nor shall any of the parties permit any of its Representatives to, or in the case of Purchaser, permit Parent to, knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the Closing or otherwise make such consummation illegal or otherwise materially adversely affect the ability of the parties hereto or any of their Affiliates to consummate the Merger or the other transactions expressly contemplated by this Agreement.
Filings and Authorizations; Consummation. (a) Upon the terms and subject to the conditions hereof, each of the Buyer and the Sellers shall use its or his commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all other things, necessary, proper or advisable to consummate the transactions contemplated hereby as promptly as practicable.
Filings and Authorizations; Consummation. (a) Each of the parties hereto shall, if required by applicable law, within five (5) Business Days of the date hereof, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and information required to be filed or supplied pursuant to the HSR Act. The Parent acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees and other charges for the filing under the HSR Act.
Filings and Authorizations; Consummation. (a) Each of the Parent, the Company and the Merger Subs hereto shall, if required by applicable Law, as promptly as practicable after the date hereof, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and information required to be filed or supplied pursuant to the HSR Act. The Parent acknowledges and agrees that it shall pay and shall be solely responsible for the payment of all filing fees and other charges for the filing under the HSR Act.
