Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner. (b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement. (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Purchaser and Merger Sub shall: (a) The Company shall as promptly as practicable but in no event later than 10 business days after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Offer and, if applicable, the Merger, and request early termination of the waiting period under the HSR Act; (b) cooperate and consult with APP one another in, (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings and Consents, permitted to promptly prepare be made prior to the Effective Time with, and file with which Consents are required or, in the SEC case of Other Antitrust Filings and Consents, permitted to be obtained prior to the Registration Statements on Form S-1 and Form S-4 (Effective Time from Governmental Entities or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares of APP Common Stock transactions contemplated hereby, and determining which Consents are required to transfer to the Target Interest Holders pursuant Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Other Agreements (including the prospectus constituting parts thereofCompany shall use its best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the "Registration Statements")Offer or the Merger under the HSR Act or Foreign Antitrust Laws. APP shall obtain all If, at any time after the Effective Time, any further action is necessary state securities law or "Blue Sky" permits and approvals required desirable to carry out the transactions contemplated by purpose of this Agreement. The Company shall cooperate with APP in , the preparation proper officers and directors of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Purchaser and the other transactions contemplated by this AgreementSurviving Corporation shall take all such necessary action.
Appears in 3 contracts
Samples: Merger Agreement (Avery Dennison Corporation), Merger Agreement (Quad-C Inc), Merger Agreement (Stimsonite Corp)
Filings; Other Action. Subject to the terms and conditions herein --------------------- provided, the Company, Purchaser and Merger Sub shall: (a) The Company shall cooperate as promptly as practicable, (i) make their respective filings and thereafter make any other required submissions under the HSR Act with APP respect to promptly prepare the Offer and, if applicable, the Merger, and file request early termination of the waiting period under the HSR Act and (ii) make any required filings with the SEC California Public Utilities Commission; (b) cooperate and consult with one another in, (i) determining which Regulatory Filings are required or permitted to be made prior to the Registration Statements on Form S-1 Effective Time with, and Form S-4 (which Consents are required or permitted to be obtained prior to the Effective Time from Governmental Entities or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares of APP Common Stock transactions contemplated hereby, and determining which Consents are required to transfer to the Target Interest Holders pursuant Surviving Corporation any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (ii) promptly preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or submission dates; (iii) promptly making all such Regulatory Filings and promptly seeking all such Consents; (iv) defending against any lawsuit or proceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby; and (c) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement (including without limitation those actions described in the foregoing (ii) through (iv)). Each of Purchaser and the Other Agreements (including the prospectus constituting parts thereofCompany shall use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and to resolve any objections as may be asserted by any Governmental Entity with respect to, the "Registration Statements")Offer or the Merger under the HSR Act. APP shall obtain all If, at any time after the Effective Time, any further action is necessary state securities law or "Blue Sky" permits and approvals required desirable to carry out the transactions contemplated by purpose of this Agreement. The Company shall cooperate with APP in , the preparation proper officers and directors of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Purchaser and the other transactions contemplated by this AgreementSurviving Corporation shall take all such necessary action.
Appears in 3 contracts
Samples: Merger Agreement (Hughes Electronics Corp), Agreement and Plan of Merger (Telocity Delaware Inc), Merger Agreement (Telocity Delaware Inc)
Filings; Other Action. (a) The Company Each party hereto shall file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") any notification required to be filed by their respective "ultimate parent" companies under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. Such parties will use all commercially reasonable efforts to make such filings promptly and to respond on a timely basis to any requests for additional information made by either of such agencies. Each of the parties hereto agrees to furnish the others with copies of all correspondence, filings and communications (and memorandum setting forth the substance thereof) between it and its Affiliates and their respective representatives, on the one hand, and the FTC, the Antitrust Division or any other court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), or members or their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby, other than personal financial information filed therewith. Each party hereto agrees to furnish the others with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Entities, including without limitation any filings necessary under the provisions of the HSR Act.
(b) Each party hereto shall cooperate with APP and use its reasonable best efforts to promptly prepare and file all necessary documentation to effect all necessary application, notices, petitions, filings and other documents, and use all commercially reasonable efforts to obtain (and will cooperate with the SEC the Registration Statements on Form S-1 and Form S-4 (each other in obtaining) any consent, acquiescence, authorization, order or other appropriate Forms) approval of, or any exemption or nonopposition by, any Governmental Entity required to be filed obtained or made by APP OSI or CRA or any of their respective Significant Subsidiaries in connection with its Initial Public Offering the Mergers or the taking of any action contemplated thereby or by this Agreement; and
(c) Subject to the terms and offering conditions herein provided, including the exercise of the shares fiduciary duties of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement Boards of Directors of CRA and the Other Agreements (including the prospectus constituting parts thereofOSI, the "Registration Statements"). APP parties hereto shall obtain use all necessary state securities law commercially reasonable efforts to take, or "Blue Sky" permits cause to be taken, all other action and approvals required do, or cause to carry out be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cra Managed Care Inc), Agreement and Plan of Reorganization (Occusystems Inc)
Filings; Other Action. (a) The 8.1.1 Acquiror, the Company and the Stockholders shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate FormsForm) to be filed by APP Acquiror in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Acquiror shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Stockholders shall furnish all information concerning the Company and NewCo the Stockholders as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case 8.1.2 None of the Company, none of the written information or documents supplied or to be supplied by it each of the Company, the Stockholders and Acquiror specifically for inclusion in the Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Stockholders and Acquiror shall agree as to the information and documents supplied by the Company and the Stockholders for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered at Closing (the "Information Letter"). The Company and the Stockholders shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) 8.1.3 The Stockholders and the Company shall, upon request, furnish APP Acquiror with all information concerning itselfthe Company, its subsidiaries, directors, officers, partners, Stockholders partners and NewCo, stockholders and such other matters as may be reasonably requested by APP Acquiror in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Merger, and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Universal Document MGMT Systems Inc), Merger Agreement (Universal Document MGMT Systems Inc)
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, APP will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders partners and NewCoStockholders, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Filings; Other Action. (a) The Company Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with APP the other and use (and shall cause their respective Subsidiaries to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 use) their respective reasonable best efforts to: (i) take, or other appropriate Forms) cause to be filed by APP taken, all actions, and do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in connection with its Initial Public Offering any event no later than the End Date) and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement consummate and the Other Agreements (including the prospectus constituting parts thereofmake effective, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out as promptly as practicable, the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation , including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of the Registration Statements information, applications and shall furnish all information concerning the Company and NewCo as other documents that are or may be reasonably requested become necessary in connection with the consummation of the transactions contemplated by this Agreement; (ii) obtain as promptly as reasonably practicable (and in any such action in a timely mannerevent no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party that are or may become necessary to consummate the transactions contemplated by this Agreement; (iii) obtain all necessary consents, approvals or waivers from third parties.
(b) The Company Each party hereto shall use their respective reasonable best efforts to file, as soon as practicable and APP advisable after the date of this Agreement, all notices, reports and each separately represent and warrant that (i) in the case of the Company, none of the written information or other documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior filed by such party with any Governmental Entity with respect to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Mergers and the other transactions contemplated by this Agreement, and to submit as promptly as reasonably practicable any additional information requested by any such Governmental Entity.
(c) Parent and the Company each shall promptly supply the other with any information that may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 4.5(a) and Section 4.5(b). Each of Parent and the Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as “outside counsel only” or with similar restrictions. Each of Parent and the Company may also reasonably redact material as necessary to (i) comply with other contractual arrangements or applicable Legal Requirements or (ii) prevent the loss of protection under the attorney-client privilege or the attorney work product doctrine but shall use commercially reasonable efforts to allow for such disclosure (or as much of it as possible) in a manner that does not result in a violation of contractual arrangements, or Legal Requirements, or a loss of attorney-client privilege. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties hereto. Except where prohibited by applicable Legal Requirements or any Governmental Entity, each of Parent and the Company shall: (i) consult with the other in good faith prior to taking a position with respect to any filing required or advisable pursuant to Section 4.5(a) and Section
Appears in 2 contracts
Samples: Merger Agreement (Superior Drilling Products, Inc.), Merger Agreement (Drilling Tools International Corp)
Filings; Other Action. (a) The Company shall cooperate with APP and APP Sub to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company Company, APP and APP Sub and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APPAPP or APP Sub, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP and APP Sub contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Filings; Other Action. (a) Subject to the terms and conditions --------------------- herein provided, the Company and Purchaser shall: (i) promptly make their respective filings and thereafter make any other required submissions under the HSR Act and other Regulatory Filings with respect to the Offer and the Merger; and (ii) use all reasonable efforts to promptly take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including but not limited to cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof. The Company shall cooperate with APP use all reasonable efforts to promptly prepare obtain all licenses, permits, consents, approvals, authorizations, qualifications and file orders of governmental authorities and parties to Contracts with the SEC Company and its subsidiaries as are necessary for the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering consummation of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and to fulfill the Other Agreements (including conditions to the prospectus constituting parts Offer and the Merger. The Company will cooperate with Purchaser and Merger Sub with respect to consummating the financing for the Offer and the Merger and any refinancing of the Company's indebtedness. Notwithstanding anything contained herein to the contrary, Purchaser shall be under no obligation whatsoever to make or accept or engage in negotiations for any settlement with any governmental entity or any other arrangement involving the sale, disposition, or separate holding, through the establishment of a trust, or otherwise, of the business or any of the assets of the Company or any of its subsidiaries acquired pursuant to this Agreement, or any portion thereof, or particular assets of Purchaser or its subsidiaries or any of the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required Purchaser Companies in order to carry out complete the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely mannerherein.
(b) The Company and APP and Purchaser each separately represent and warrant that (i) in shall keep the case other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Purchaser or the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in as the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements theretobe, or any other statementof their subsidiaries, filing, notice from any Governmental Entity with respect to the Offer or application made by or on behalf of each such party the Merger or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other antitrust law.
Appears in 2 contracts
Samples: Merger Agreement (Global Industrial Technologies Inc), Merger Agreement (Green a P Industries Inc)
Filings; Other Action. (a) The Subject to the terms and conditions herein provided, the Company shall cooperate and Purchaser shall: (i) promptly make their respective filings and thereafter make any other required submissions under the HSR Act and the filings and submissions required to be made in order to obtain the other Regulatory Approvals with APP respect to the Offer and the Merger; and (ii) use all commercially reasonable best efforts to promptly prepare take, or cause to be taken, all other action and file do, or cause to be done, all other things necessary or advisable under applicable laws and regulations to consummate and make effective the other transactions contemplated by this Agreement as soon as practicable, including, but not limited to, cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Proxy Statement, any required filings under the HSR Act, all other documentation to effect all other necessary applications, notices, petitions, filings and other documents and any amendments to any of the foregoing as soon as practicable. Each party hereto shall use all commercially reasonable best efforts to obtain as soon as practicable all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to Contracts with the SEC Company and its subsidiaries as are necessary or advisable for the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering consummation of the shares of APP Common Stock to the Target Interest Holders pursuant to the other transactions contemplated by this Agreement and to fulfill the Other Agreements conditions to the Offer and the Merger; provided, however, that nothing
(b) The Company and Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the prospectus constituting parts thereofother with copies of notices or other communications received by Purchaser or the Company, as the "Registration Statements"). APP shall obtain all necessary state securities law case may be, or "Blue Sky" permits and approvals required any of their subsidiaries, from any Governmental Entity with respect to carry out the Offer or the Merger or any of the other transactions contemplated by this Agreement. The Company shall parties hereto will consult and cooperate with APP one another, and consider in good faith the preparation views of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested one another in connection with any such action in a timely manner.
(b) The Company analyses, appearances, presentations, memoranda, briefs, arguments, opinions and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information proposals made or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made submitted by or on behalf of each such any party or any of its subsidiaries to any governmental entity hereto in connection with proceedings under or relating to the Merger and the HSR Act or any other transactions contemplated by this Agreementantitrust law.
Appears in 2 contracts
Samples: Merger Agreement (Solvay S a /Adr/), Merger Agreement (Unimed Pharmaceuticals Inc)
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock Subject to the Target Interest Holders pursuant to the transactions contemplated by this Agreement terms and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by conditions set forth in this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company parties hereto shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
use all reasonable efforts (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCosubject to, and such other matters as may in accordance with, applicable Law) to take promptly, or cause to be reasonably requested by APP in connection taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the preparation of the Registration Statements other parties in doing, all things necessary, proper or advisable under applicable Laws and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries regulations to any governmental entity in connection with consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement.
(b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly but in no event later than fifteen (15) days after the date hereof make their respective filings and thereafter make any other required submissions under the HSR Act, (ii) promptly (but in no event later than fifteen (15) days after the date hereof) file applications (the "FCC Applications") required to be filed with the FCC to effect the transfer of control of the Licenses (the "FCC Consents") and respond as promptly as practicable to any additional requests for information received from the FCC by any party to an FCC Application, (iii) use all reasonable efforts to cure not later than the Effective Time any violations or defaults under any FCC Rules, (iv) use all reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third parties or other Governmental Entities (including any foreign jurisdiction in which the Company's Subsidiaries are operating any business) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (v) use all reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including, taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby; and (vi) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions.
(c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.9, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), each of the Company and Parent shall cooperate in all respects with each other and use all reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.9 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.9.
(d) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of the Company and Parent shall use all reasonable efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, in no event shall Parent be required to, or the Company be permitted to, agree to any divestiture of any businesses, assets or product lines of the Company, Parent or any of their respective Subsidiaries in order to enable any approval under any Regulatory Law that is 57
Appears in 2 contracts
Samples: Merger Agreement (Stanton John W), Merger Agreement (Western Wireless Corp)
Filings; Other Action. (a) The Parent and the Company shall cooperate with APP each other and use, and shall cause their respective Subsidiaries and any Persons of which it is a Subsidiary to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly prepare as reasonably practicable notwithstanding any acquisition, divestiture or similar transaction entered into by Parent after the date hereof (it being understood that nothing contained in this Agreement shall require Parent to obtain any consents, approvals, permits or authorizations prior to the Termination Date), including (i) preparing and file with filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including by filing no later than thirty (30) days after the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) date hereof, all applications required to be filed with the FCC and the notification and required form under the HSR Act (provided, however, that the failure to file within such thirty (30) day period will not constitute a breach of this Agreement so long as the filing is made as promptly as practicable thereafter) and responding as soon as reasonably practicable to any additional requests for information from the FCC, the Antitrust Division of the Department of Justice or any other Governmental Entity; (ii) subject to the foregoing, obtaining as promptly as reasonably practicable all consents, registrations, approvals, permits, clearances and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by APP this Agreement; (iii) providing to the Company any material communication delivered to, and consult with the Company in advance of any meeting or conference with, any Governmental Entity to the extent solely relating to the transactions contemplated hereby or in connection with its Initial Public Offering any Action by a private party relating thereto, and offering giving the Company the opportunity to attend and participate in all meetings and conferences solely relating to the Merger (to the extent permitted by such Governmental Entity and except in connection with any oral communication initiated by a representative of a Governmental Entity); and (iv) defending, contesting, resisting and resolving any Action challenging this Agreement or the consummation of the shares Merger, including seeking to avoid the entry of, or to have reversed, terminated or vacated, any stay or other injunctive relief entered by any court or other Governmental Entity.
(b) Nothing in this Agreement shall require, or be construed to require, (i) Parent, the Company or any of APP Common Stock their respective Subsidiaries to take or refrain from taking any action or to agree to any restriction or condition with respect to any of their assets or operations, in each case that would take effect prior to the Target Interest Holders pursuant Effective Time or (ii) Parent or its Subsidiaries to take or refrain from taking any action or to agree to any restriction or condition with respect to (A) the operations or assets of Parent or any of its Subsidiaries that are not their mobile wireless voice and data businesses (as offered by AT&T Mobility LLC and its Subsidiaries and affiliates), (B) the operations or assets of Parent’s and its Subsidiaries’ mobile wireless voice and data businesses (as offered by AT&T Mobility LLC and its Subsidiaries and affiliates) that are not de minimis in the aggregate (it being understood that, for this purpose, in determining if restrictions or conditions are de minimis, whether something is de minimis shall be considered by reference to the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries, taken as a whole, rather than that of Parent and its Subsidiaries, taken as a whole or (C) the Company or the Company’s Subsidiaries unless such actions, restrictions and conditions would not, individually or in the aggregate, with respect to the matters described in this clause (C) together with any restrictions or conditions described in clause (B), reasonably be likely to have a Material Adverse Effect or a material adverse effect on Parent and its Subsidiaries at or following the Effective Time (it being understood that, for this purpose, materiality shall be considered by reference to the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries, taken as a whole, rather than that of Parent and its Subsidiaries, taken as a whole) (a “Regulatory Material Adverse Effect”). For purposes of determining whether a Regulatory Material Adverse Effect would reasonably be likely to occur, (A) both positive and negative effects of any such actions, restrictions and conditions, including any sale, divestiture, licensing, lease or disposition, shall be taken into account and (B) any loss of synergies anticipated from the Merger as a result of such actions, restrictions or conditions, including any sale, divestiture, licensing, lease or disposition, shall not be taken into account. The Company shall not be permitted to agree to any actions, restrictions or conditions with respect to obtaining any consents, registrations, approvals, permits or authorizations in connection with the transactions contemplated by this Agreement and without the Other Agreements (including the prospectus constituting parts thereofprior written consent of Parent, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required which, with respect to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may its Subsidiaries, shall not be reasonably requested unreasonably (taking into account the other provisions of this Section 5.7(b)) withheld, conditioned or delayed. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in connection with any such action in a timely manner.
(b) The Company advance, and APP and to the extent practicable each separately represent and warrant that (i) in will consult the case other on, all of the information relating to Parent or the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in as the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewComay be, and such other matters as may be reasonably requested by APP any of their respective Subsidiaries, that appears in connection with the preparation of the Registration Statements and each of the amendments or supplements theretoany filing made with, or written materials submitted to, any other statement, filing, notice or application made by or on behalf of each such third party or and/or any of its subsidiaries to any governmental entity Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement). To the extent permitted by Law, each party shall provide the other with copies of all correspondence between it (or its advisors) and any Governmental Entity relating to the transactions contemplated by this Agreement and, to the extent reasonably practicable, all telephone calls and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of Parent and the Company. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other written communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Centennial Communications Corp /De), Merger Agreement (At&t Inc.)
Filings; Other Action. (a) The Company Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with APP the other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly prepare as reasonably practicable (and file in any event no later than the End Date) and to consummate and make effective, as promptly as reasonably practicable, the transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary and advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Communications Laws or Antitrust Laws) (collectively, “Filings”) that are or may become necessary, proper or advisable in connection with the SEC consummation of the Registration Statements on Form S-1 transactions contemplated by this Agreement; (ii) obtain as promptly as reasonably practicable (and Form S-4 in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party (collectively, “Approvals”) that are or may become necessary, proper or advisable to consummate the transactions contemplated by this Agreement; and (iii) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other appropriate Formsapplicable Legal Requirements issued by a Governmental Entity that are designed or intended to (x) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or (y) restrict or regulate foreign investment.
(b) Each party shall use their respective reasonable best efforts to file, as promptly as reasonably practicable and advisable after the date of this Agreement, all Filings required to be filed by APP in connection such party with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant any Governmental Entity with respect to the transactions contemplated by this Agreement Agreement, and to submit as promptly as reasonably practicable any additional information reasonably requested by any such Governmental Entity. Without limiting the generality of the foregoing, each of Parent and the Other Agreements Company shall, in consultation and cooperation with the other: (including i) as promptly as reasonably practicable and advisable after the prospectus constituting parts thereofdate of this Agreement, but in no event later than as required by applicable Legal Requirements, prepare and file the applications or petitions as may be necessary or advisable to obtain each consent, approval, or authorization required to be obtained under any Communications Law and any other consents set forth in Part 2.6(b) of the Company Disclosure Schedule; (ii) within ten (10) Business Days after the date of this Agreement (or such other date as may be mutually agreed to by Parent and the Company), prepare and file the notifications required under the HSR Act; and (iii) as promptly as reasonably practicable and advisable after the date of this Agreement, but in no event later than as required by applicable Legal Requirements, prepare and file, or pre-file with regard to any Governmental Entity that requires such pre-filing prior to any formal filing of, all other Filings required or advisable with respect to any other Antitrust Laws. Parent and the Company shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any reasonable inquiries or requests for additional information or documentary material received from: (i) any Governmental Entity in connection with communications or related matters; and (ii) any Governmental Entity in connection with Antitrust Laws.
(c) Parent and the Company each shall promptly supply the other with any information that may be required in order to effectuate any Filings pursuant to (and to otherwise comply with its obligations set forth in) Section 4.5(a) and Section 4.5(b). Each of Parent and the Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient. Except where prohibited by applicable Legal Requirements or any Governmental Entity, each of Parent and the Company shall: (i) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, letters, responses to requests, briefs and white papers before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party in connection with the transactions contemplated hereby; (ii) coordinate with the other in preparing and exchanging such information; (iii) promptly provide the other party’s counsel with copies of all Filings, analyses, presentations, memoranda, letters, responses to requests, briefs and white papers (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Entity in connection with the transactions contemplated hereby; and (iv) consult with the other party in advance of any meeting, video conference or teleconference with any Governmental Entity and, to the extent not prohibited by the Governmental Entity, give the other party the opportunity to attend and participate in such meetings, video conferences and teleconferences. Parent shall be responsible for the payment of all filing fees pursuant to Communications Laws or Antitrust Laws and in connection with the transactions contemplated hereby. Without limiting the foregoing, the "Registration Statements"). APP parties agree that it is Parent’s ultimate right to devise the strategy and direct all matters for obtaining Approvals under Antitrust Laws, including any Filings, submissions and communications with or to any Governmental Entity in connection therewith, and taking into account in good faith any comments of the Company relating to such strategy.
(d) Notwithstanding anything to the contrary contained in this Agreement, Parent and its Subsidiaries and Affiliates shall obtain all necessary state securities law or "Blue Sky" permits and approvals not be required to carry out (and the Company and its Subsidiaries and Affiliates (i) shall not, without the prior written consent of Parent, and (ii) shall, if requested in writing by Parent) offer, propose, negotiate, agree to, consent to, or effect any accommodation, concession, commitment, condition or remedy of any kind (financial or otherwise) to or with any Governmental Entity or any third party, by consent decree or otherwise, in connection with seeking or obtaining Approvals or consents for the transactions contemplated by this Agreement or eliminating any objections or impediments by any Governmental Entity that would prevent, prohibit or delay the consummation of the transactions contemplated by this Agreement. The , including but not limited to (A) selling, licensing, transferring or otherwise disposing of, or holding separate and agreeing to sell, license, transfer or otherwise dispose of, assets (including Intellectual Property assets or licenses), businesses or interests, (B) creating, terminating, amending or assigning relationships, joint ventures or contractual rights or obligations or (C) agreeing to or implementing any restrictions, impairments, agreements or actions that limit the freedom of action with respect to, or limit or restrict the ability to own, manage, operate, conduct or retain, any assets, businesses or interests, in each case of clauses (A), (B) and (C), of Parent, the Company shall cooperate with APP or their respective Subsidiaries and Affiliates, if such accommodation, concession, commitment, condition or remedy would, or would reasonably be expected to, individually or in the preparation aggregate, have a material adverse effect on the business, financial condition or results of the Registration Statements and shall furnish all information concerning operations of the Company and NewCo its Subsidiaries, taken as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements theretowhole, or any other statementof Parent and its Subsidiaries, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreementtaken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Viasat Inc), Merger Agreement (RigNet, Inc.)
Filings; Other Action. Subject to the terms and conditions herein provided, as promptly as practicable, the Company and Merger Sub shall: (ai) The Company shall cooperate with APP to promptly prepare make all filings and file with submissions under the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) HSR Act, each as reasonably may be required to be filed by APP made in connection with its Initial Public Offering this Agreement and offering the transactions contemplated hereby, provided that Parent and Company shall each pay one-half of the shares of APP Common Stock filing fees, (ii) use all reasonable efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Target Interest Holders pursuant Effective Time with, and which material consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities of the United States, the several states or the District of Columbia and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations, and (iii) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary or appropriate to consummate the transactions contemplated by this Agreement and as soon as practicable. In connection with the Other Agreements (including the prospectus constituting parts thereofforegoing, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits Company will provide Parent and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements Merger Sub, and shall furnish all information concerning the Company Parent and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of Merger Sub will provide the Company, none with copies of correspondence, filings or communications (or memoranda setting forth the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (iisubstance thereof) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each between such party or any of its subsidiaries representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to any governmental entity in connection with the Merger this Agreement and the other transactions contemplated by this Agreementhereby. Each of Parent, Merger Sub and the Company acknowledge that certain actions may be necessary with respect to the foregoing in making notifications and obtaining clearances, consents, approvals, waivers or similar third party actions which are material to the consummation of the transactions contemplated hereby, and each of Parent, Merger Sub and the Company agree to take such action as is necessary to complete such notifications and obtain such clearances, approvals, waivers or third party actions, except where such consequence, event or occurrence would not have a Parent Material Adverse Effect or Company Material Adverse Effect, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Wilmar Industries Inc), Merger Agreement (Wilmar Holdings Inc)
Filings; Other Action. (a) Subject to the terms and conditions herein provided, Parent and ASARCO shall (i) promptly make all filings necessary in connection with their respective Required Statutory Approvals and (ii) use reasonable best efforts to cooperate with one another in (y) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or other governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby and (z) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including such party's Required Third Party Consents. The Company parties shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP one another in connection with the making of all such filings, including providing copies of all such documents to the non-filing or non-submitting party and its Initial Public Offering and offering advisors prior to filing or otherwise submitting.
(i) Without limiting the generality of the shares undertakings of APP Common Stock Parent and ASARCO pursuant to Section 5.4(a), Parent agrees to obtain the expiration or termination of the applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") (which approval has already been obtained), and applicable foreign Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or limitation of competition (collectively, "Antitrust Laws"), which obligation shall be unconditional and shall be not be qualified by best efforts (regardless of whether fulfillment of such obligation would have a Material Adverse Effect on Parent or ASARCO). The existence of the conditions set forth in Sections 6.1(a) and clause (a) of Annex A shall not limit or diminish Parent's obligations pursuant to the Target Interest Holders foregoing sentence or relieve Parent of any liability or damages that may result from its breach of its obligations under this Section 5.4(b)(i) (nor limit the obligations of ASARCO pursuant to the following sentence or relieve ASARCO of any liability or damages that may result from its breach of obligations under this Section 5.4(b)(i)). In connection with the foregoing, ASARCO will cooperate with and assist Parent, and, with respect to matters that are within its power or control will use its reasonable best efforts to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Antitrust Laws to consummate the transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party that are necessary, proper or advisable to consummate the ASARCO Merger and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement. The Company shall cooperate At Parent's request, ASARCO will commit to and implement any divestiture, hold separate or similar transaction or action with APP in the preparation respect to any asset or business of ASARCO, which commitment and implementation may, at ASARCO's option, be conditioned upon and effective as of the Registration Statements Effective Time. Subject to applicable Laws relating to the exchange of information, Parent and ASARCO shall furnish all information concerning have the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled right to review the Registration Statements in advance, and each of the amendments thereto, if any, prior to the time extent practicable each becomes effective under will consult with the Securities Act. The Company shall have no responsibility for other on, all the information contained relating to their respective Subsidiaries that appears in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish any filing made with, or otherwise affect the representationswritten materials submitted to, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP any third party and/or any Governmental Entity in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the ASARCO Merger and the other transactions contemplated by this Agreement.
(ii) In furtherance and not in limitation of the foregoing, and to the extent that any such action has not heretofore been taken or completed, each of Parent and ASARCO agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof, (y) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (z) complete the review process under the HSR Act to permit the consummation of the ASARCO Merger including, but not limited to, causing the expiration of termination of the applicable waiting periods under the HSR Act as soon as practicable.
Appears in 2 contracts
Samples: Merger Agreement (Grupo Mexico Sa De Cv /Fi), Merger Agreement (Asarco Inc)
Filings; Other Action. (a) The Company Subject to the terms and conditions herein provided, as promptly as practicable, Sellers and Buyer shall (i) promptly make all filings and submissions under the HSR Act and similar Applicable Laws with respect to competition to the extent required or to the extent Sellers and Buyer together deem appropriate, (ii) voluntarily meet with the United States Department of Justice to discuss the terms of the Contemplated Transactions and cooperate with APP and provide information as requested by the Department of Justice, (iii) use all commercially reasonable efforts to promptly prepare and file cooperate with the SEC the Registration Statements on Form S-1 and Form S-4 each other in (or other appropriate FormsA) determining which filings are required to be filed by APP made prior to the Closing Date with, and which material consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date from, any Governmental Authority in connection with its Initial Public Offering the execution and offering delivery of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation consummation of the Registration Statements Contemplated Transactions and (B) timely making all such filings and timely seeking all such material consents, approvals, permits or authorizations and (iv) use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things reasonably necessary or appropriate with respect to any Governmental Authority to consummate the Contemplated Transactions, as soon as practicable; provided that Sellers shall furnish all information concerning not make any agreement or understanding affecting the Company and NewCo Acquired Business as may be reasonably requested in connection with a condition for obtaining any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant consents, approvals, permits or authorizations except with the prior written consent of Buyer; provided further that (i) in the case nothing herein shall obligate Buyer to sell or otherwise dispose of the Company, none any of the written information its properties or documents supplied assets or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case shut down any of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingits facilities. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in In connection with the preparation foregoing, Sellers will promptly provide to Buyer, and Buyer will promptly provide to Sellers, copies of all correspondence, filings or communications (or memoranda setting forth the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each substance thereof) between such party or any of its subsidiaries representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to all filings and submissions required hereunder.
(b) Upon the terms and subject to the conditions of this Agreement, Buyer and Sellers shall use their commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with Applicable Law to cause the conditions precedent to the Closing to be satisfied and to cause the Closing to occur on or prior to the Termination Date, including, without limitation, to obtain the consent, approval, release, estoppel, certificate, opinion and other instrument of any third party or Governmental Authority necessary to deliver title to any governmental entity Acquired Asset, free and clear of all Encumbrances except for the Permitted Encumbrances and to otherwise consummate the Contemplated Transactions in accordance with the terms hereof.
(c) Sellers (other than TG Canada) shall use their reasonable best efforts to obtain entry of the Bidding Procedures Order and the Sale Order, in accordance with Section 5.7, subject to their obligations under the Bankruptcy Code.
(d) Each Seller (other than TG Canada) agrees that it will promptly take such actions as are reasonably intended to obtain the entry by the Bankruptcy Court of the Sale Order, in accordance with Section 5.7, including, without limitation, demonstrating that (i) Buyer is a "good faith" purchaser under Section 363(m) of the Bankruptcy Code and (ii) Section 363(f) of the Bankruptcy Code should apply to the sale of the Acquired Assets. In the event that stay of the Sale Order is sought or any of such orders are appealed, each of Sellers (other than TG Canada) and Buyer shall use their reasonable best efforts to oppose such request for a stay or defend any such appeal, as applicable. Buyer and Sellers (other than TG Canada) shall provide one another with all information reasonably requested by the other in connection with such actions.
(e) Sellers (other than TG Canada) shall provide Buyer with copies of all material motions and applications prepared by Sellers (including forms of the Merger Sale Order and other orders and notices to interested parties) relating to Buyer, this Agreement or the other transactions contemplated by this Agreementsale of the Acquired Business prior to the filing thereof in the Bankruptcy Court.
Appears in 2 contracts
Samples: Purchase Agreement (Dresser Inc), Purchase Agreement (Tokheim Corp)
Filings; Other Action. (a) The Company shall Subject to the terms and conditions herein provided, STH and HHTI shall: (a) use all reasonable efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states, third party secured and unsecured lenders, franchisors and rating agencies in connection with its Initial Public Offering the execution and offering delivery of this Agreement, the Ancillary Agreements and the consummation of the shares of APP Common Stock transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to STH and HHTI necessary to effectuate the Target Interest Holders pursuant Merger; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely mannerAncillary Agreements.
(b) The Company STH, HHTI and APP and each separately represent and warrant that their respective Boards of Directors shall (i) in take all action necessary so that no Takeover Statute is or becomes applicable to the case Merger, this Agreement, the Ancillary Agreements or any of the Companyother transactions contemplated hereby or thereby, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in if any Takeover Statute becomes applicable to the case Merger, this Agreement, the Ancillary Agreements or any of APPthe other transactions contemplated hereby, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or take all action necessary to make minimize the statements therein, in effect of such Takeover Statute on the light Merger or the consummation of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreementany other transaction contemplated hereby.
(c) The Company shallIf at any time after the Effective Time, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders any further action is necessary or desirable to carry out the purpose and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation intent of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement, the proper officers and directors of HHTI and STH shall take all such necessary action.
Appears in 2 contracts
Samples: Merger Agreement (Humphrey Hospitality Trust Inc), Merger Agreement (Supertel Hospitality Inc)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Purchaser and Merger Sub shall: (a) The Company shall promptly make their respective filings and thereafter make any other required submissions under the HSR Act and the Exon-Florxx Xxxndment with respect to the Offer and, if applicable, the Merger; (b) cooperate and consult with APP one another in (i) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings and Consents, permitted to promptly prepare be made prior to the Effective Time with, and file with which Consents are required or, in the SEC case of Other Antitrust Filings and Consents, permitted to be obtained prior to the Registration Statements on Form S-1 and Form S-4 (Effective Time from Governmental Entities or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements consummation of the transactions contemplated hereby, and all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (including the prospectus constituting parts thereofii) preparing all Regulatory Filings and all other filings, the "Registration Statements"). APP shall submissions and presentations required or prudent to obtain all necessary state securities law Consents, including by providing to the other parties drafts of such material reasonably in advance of the anticipated filing or "Blue Sky" permits submission dates; and approvals required (iii) timely making all such Regulatory Filings and timely seeking all such Consents and (c) use their reasonable best efforts to carry out take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. The Each of Purchaser and the Company shall cooperate with APP in the preparation of the Registration Statements use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and shall furnish all information concerning the Company and NewCo to resolve any objections as may be reasonably requested in connection asserted by any Governmental Entity with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in respect to, the case of Offer and/or the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective Merger under the Securities ActHSR Act or Foreign Antitrust Laws, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make provided that the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements foregoing shall not diminish require Purchaser to take any action that could directly or otherwise affect indirectly (x) impose limitations on the representations, covenants and warranties ability of APP contained in this Agreement.
Purchaser or Merger Sub (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries their affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Purchaser, Merger Sub or the Company or any governmental entity in connection with of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business (y) restrict any future business activity by Purchaser, Merger Sub, the Company or any of their affiliates or Subsidiaries or (z) otherwise adversely affect Purchaser, Merger Sub, the Company or any of their respective affiliates or Subsidiaries. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the other transactions contemplated by this AgreementSurviving Corporation shall take all such necessary action.
Appears in 2 contracts
Samples: Merger Agreement (Sinter Metals Inc), Merger Agreement (GKN Powder Metallurgy Inc)
Filings; Other Action. (a) Subject to the terms and conditions herein provided, Parent and Cyprus shall (i) promptly make all filings necessary in connection with their respective Required Statutory Approvals, (ii) use reasonable best efforts to cooperate with one another in (x) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or other governmental or regulatory bodies or authorities of federal, state, local and this and such required to be foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby thereby and (y) timely making all such filings and timely seeking all consents, permits, authorizations or approvals, including such party's Required Third Party Consents. The Company parties shall cooperate with APP one another in 44 connection with the making of all such filings, including providing copies of all such documents to the non-filing or non-submitting party and its advisors prior to filing or otherwise submitting.
(i) Without limiting the generality of the undertakings of Parent and Cyprus pursuant to Section 5.6(a), Parent agrees to obtain the expiration or termination of the applicable waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and applicable foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or limitation of competition (collectively, "Antitrust Laws"), which obligation shall be unconditional and shall be not be qualified by best efforts (regardless of whether fulfillment of such obligation would have a Material Adverse Effect on Parent or Cyprus). The existence of the condition set forth in Section 6.1(a) shall not limit or diminish Parent's obligations pursuant to the foregoing sentence or relieve Parent of any liability or damages that may result from its breach of its obligations under this Section 5.7(b)(i) (nor limit the obligations of Cyprus pursuant to the following sentence or relieve them of any liability or damages that may result from their breach of obligations under this Section 5.7(b)(i)). In connection with the foregoing, Cyprus will cooperate with and assist Parent, and, with respect to matters that are within its power or control will use its best efforts to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (i) take, or other appropriate Forms) cause to be filed by APP in connection with its Initial Public Offering taken, all actions and offering of the shares of APP Common Stock to the Target Interest Holders pursuant do, or cause to be done, all things necessary, proper or advisable under applicable Antitrust Laws and regulations to consummate the transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party that are necessary, proper or advisable to consummate the Cyprus Merger and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement. The Company shall cooperate At Parent's request, Cyprus will commit to and implement any divestiture, hold separate or similar transaction or action with APP in the preparation respect to any asset or business of Cyprus, which commitment and implementation may, at Cyprus' option, be conditioned upon and effective as of the Registration Statements Closing Date. Subject to applicable laws relating to the exchange of information, Parent and Cyprus shall furnish all information concerning have the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled right to review the Registration Statements in advance, and each of the amendments thereto, if any, prior to the time extent practicable each becomes effective under will consult one another on, all the Securities Act. The Company shall have no responsibility for information contained relating to their respective Subsidiaries, that appears in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish any filing made with, or otherwise affect the representationswritten materials submitted to, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP any third party and/or any Governmental Entity in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Cyprus Merger and the other transactions contemplated by this Agreement.
(ii) In furtherance and not in limitation of the foregoing, and to the extent that any such action has not heretofore been taken or completed, each of Parent and Cyprus agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) complete the review process under the HSR Act to permit the consummation of the Cyprus 45 Merger including, but not limited to, causing the expiration of termination of the applicable waiting periods under the HSR Act as soon as practicable.
Appears in 2 contracts
Samples: Merger Agreement (Cyprus Amax Minerals Co), Merger Agreement (Phelps Dodge Corp)
Filings; Other Action. (a) The Company Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with APP the other and use (and shall cause their respective Affiliates to use), and Parent shall cause each Person who is deemed by a Governmental Entity to “control” Parent or will be deemed by a Governmental Entity to “control” any of the Company Insurance Subsidiaries following the Closing (each such Person, a “Control Person”) to cooperate with the parties hereto and to use and cause their respective Affiliates to use, their respective reasonable best efforts to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as practicable, the transactions contemplated hereby, including using reasonable best efforts to (i) prepare and file promptly and fully all documentation to effect all necessary and advisable filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required filings under applicable Antitrust Laws and Legal Requirements relating to the acquisition of control of insurance companies) that are or may become necessary, proper or advisable in connection with the SEC consummation of the Registration Statements transactions contemplated by this Agreement; (ii) obtain as promptly as reasonably practicable (and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity that are or may become necessary, proper or advisable to consummate the transactions contemplated by this Agreement; and (iii) obtain all necessary consents, approvals or waivers from third parties. Except as set forth in Part 4.5(a) of the Parent Disclosure Schedule, neither Parent nor any of its applicable Affiliates shall, and Parent shall cause each of the Control Persons not to, at any time prior to the Closing, file any application with or request for approval or non-disapproval by any Governmental Entity with respect to any inter-Affiliate transaction between the Company or any of its Affiliates, on Form S-1 the one hand, and Form S-4 any of the post-Closing Affiliates of any of them (including Parent and any of its Affiliates or Control Persons), on the other appropriate Formshand, in each case that would require approval or non-disapproval under applicable Legal Requirements. Parent acknowledges and agrees that any breach by any Affiliate of Parent or any Control Person, of the provisions of this Section 4.5(a) (assuming, solely for this purpose, that such Affiliate or Control Person was bound to the same covenants in this Section 4.5(a) as Parent) shall constitute a breach of this Section 4.5(a) by Parent.
(b) Each party shall use their respective reasonable best efforts to file, as promptly as reasonably practicable after the date of this Agreement, and Parent shall cause the Control Persons to file, all notices, reports and other documents required to be filed by APP such Person with any Governmental Entity with respect to the Mergers and the other transactions contemplated by this Agreement, and to submit as promptly as reasonably practicable any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, (i) each of Parent and the Company shall, in consultation and cooperation with the other within twenty (20) Business Days after the date of this Agreement (or such other date as may be mutually agreed to by Parent and the Company), prepare and file the notifications required under the HSR Act; and (ii) as promptly as reasonably practicable after the date of this Agreement, but in no event later than as required by applicable Legal Requirements, prepare and file, or pre-file with regard to any Governmental Entity that requires such pre-filing prior to any formal filing of, all other notifications required under any other Antitrust Laws or other Legal Requirements. In addition and without limiting the generality of the foregoing, Parent shall file, and shall cause each Control Person to file, within twenty (20) Business Days after the date of this Agreement, a “Form A” Approval of Acquisition of Control with the Delaware Department of Insurance with respect to the acquisition of control of the Company Insurance Subsidiaries. Each party shall promptly notify the other party and provide copies to the other party of any substantive written notice or other written communication from any Governmental Authority in connection with its Initial Public Offering any current or pending Governmental Authorizations (other than those that are administrative or ministerial in nature). Parent and offering the Company shall, and Parent shall cause the Control Persons to, use their respective reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests for additional information or documentary material received from any state attorney general, antitrust authority or other Governmental Entity pursuant or related to the transactions contemplated by this Agreement.
(c) Subject to the provisions of the shares Non-Disclosure Agreement, Parent and the Company each shall, and Parent shall cause the Control Persons to, promptly supply the other with any information that may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 4.5(a) and Section 4.5(b). Each of APP Common Stock Parent and the Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the Target Interest Holders other as “outside counsel only” or with similar restrictions. Each of Parent and the Company may also reasonably redact the material as necessary to (i) comply with other contractual arrangements or applicable Legal Requirements or (ii) prevent the loss of protection under the attorney-client privilege or the attorney work product doctrine. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and, with the prior written consent of the disclosing party, to economic or other experts retained by the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the provisions of the Non-Disclosure Agreement, each of Parent and the Company shall (i) consult with the other in good faith prior to taking a position with respect to any filing required or advisable pursuant to Section 4.5(a) and Section 4.5(b); (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, letters, responses to requests, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party in connection with any such filing or any Legal Proceeding in connection with this Agreement or the transactions contemplated hereby; (iii) coordinate with the other in preparing and exchanging such information; (iv) promptly provide the other party’s counsel with copies of all filings, notices, analyses, presentations, memoranda, letters, responses to requests, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Entity in connection with any filing required by Section 4.5(a) and Section 4.5(b) in connection with this Agreement or the transactions contemplated hereby; and (v) consult with the other party in advance of any meeting, video conference or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and, to the extent not prohibited by the Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings, video conferences and teleconferences. Parent shall be responsible for the payment of all filing fees pursuant to Antitrust Laws or insurance regulatory Legal Requirements and in connection with the transactions contemplated hereby.
(d) Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries or Affiliates will offer, propose, negotiate, agree or consent to any accommodation, concession, commitment, condition or remedy (financial or otherwise) to or with any Governmental Entity or any third party in connection with seeking or obtaining approvals or consents for the transactions contemplated by this Agreement. Without the prior written consent of the other party, neither Parent or any of its Affiliates or Control Person, on the one hand, nor the Company, on the other hand, shall enter into any agreement relating to the transactions contemplated by this Agreement with any Governmental Entity or take any other action that would reasonably be expected to materially delay the Closing or the expiration or termination of any waiting period under the HSR Act or any other applicable Legal Requirement.
(e) If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or other Legal Requirement, each of Parent and the Company shall, and Parent shall cause each Control Person to, use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Subject to the proviso below, Parent shall, and shall cause its Affiliates and the Control Persons to, take or refrain from taking, and agree or commit to take or refrain from taking, any and all actions, or suffer to exist any limitation, action, restriction, condition or requirement, as applicable, in each case that are necessary to avoid each and every impediment under any applicable Legal Requirements that may be asserted by, or judgment, decree and Order that may be entered by or with, any Governmental Entity with respect to this Agreement or other transactions contemplated hereby this Agreement so as to enable the Closing to occur as promptly as practicable, including any of the foregoing as is necessary, proper or advisable to (i) obtain all approvals, consents, clearances, expirations from any Governmental Entities necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement and (iii) prevent the Other Agreements (including entry of, and have vacated, lifted, reversed or overturned, any judgment, decree or Order of any Governmental Entity that would prevent, prohibit, restrict or delay the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out consummation of the transactions contemplated by this Agreement. The Company ; provided that, notwithstanding anything to the contrary contained in this Agreement, in no event shall cooperate Parent or any of its Affiliates or the Control Persons be required to take any action, including entering into any consent decree, hold separate order or other arrangement, that (when taken together with APP in all other such actions) would have, or would reasonably be expected to have, a material adverse effect on (A) the preparation business, financial condition or results of the Registration Statements and shall furnish all information concerning operations of (x) the Company and NewCo its Subsidiaries, taken as may be a whole, or (y) Parent and its Subsidiaries, taken as a whole, or (B) the aggregate economic benefits that Parent reasonably requested in connection with any such action in expects to receive from the transactions contemplated by this Agreement (each of (A) and (B), a timely manner“Burdensome Condition”).
(bf) The Each of Parent and the Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if anyagrees that, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review earlier of the Registration Statements First Effective Time and the termination of this Agreement pursuant to Section 6.1, it shall not diminish not, and shall ensure that none of its Subsidiaries or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company Affiliates shall, upon requestconsummate, furnish APP with all information concerning itselfenter into any agreement providing for, its subsidiariesor authorize, directorsannounce, officerscommit to or approve, partnersany investment, Stockholders and NewCoacquisition, and such divestiture, business combination or other matters as may transaction that would reasonably be reasonably requested by APP in connection with expected to materially delay, materially impede or prevent the preparation consummation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Lemonade, Inc.), Merger Agreement (Metromile, Inc.)
Filings; Other Action. Subject to the terms and conditions herein provided, Bakex Xxxhxx xxx Drilex shall: (a) The Company shall promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use their best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares Merger and the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) furnish the others with copies of APP Common Stock all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives, on the one hand, and any governmental or regulatory authority or members or their respective staffs, on the other hand, with respect to this Agreement and the Target Interest Holders pursuant transactions contemplated hereby; (d) furnish the others with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation any filings necessary under the provisions of the HSR Act; and (e) use their commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Merger and the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereofincluding, without limitation, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation resolution of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement theretoobjections, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested asserted by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection authority with respect to the Merger and the other transactions contemplated by this Agreementhereby under any antitrust or trade or regulatory laws or regulations of any governmental authority; provided that Bakex Xxxhxx xxx Drilex shall not be required to take any action that could have any adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of Bakex Xxxhxx xx Drilex (including any Subsidiaries thereof).
Appears in 2 contracts
Samples: Merger Agreement (Baker Hughes Inc), Merger Agreement (Drilex International Inc)
Filings; Other Action. Subject to the terms and conditions herein provided, each of Parent, Purchaser and the Company shall: (a) The Company shall to the extent required to effect the transactions contemplated hereby, promptly make their respective filings with respect to the Merger; (b) use all reasonable best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares of APP Common Stock transactions contemplated hereby and (ii) timely making all such filings, declarations, registrations and notifications and timely seeking all such consents, approvals, permits or authorizations; and (c) use all reasonable efforts to the Target Interest Holders pursuant take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreementas expeditiously as practicable. The Company shall cooperate with APP use all reasonable efforts to obtain in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be writing any consents required from third parties in form reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that satisfactory to Parent necessary to (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with effectuate the Merger and the other transactions contemplated by this Agreementhereby and (ii) avoid defaults, acceleration of rights, and payment of consent or similar fees to third parties under agreements with the Company as a result of the Merger or the other transactions contemplated hereby, including the consents listed on Schedule 4.6 hereto (collectively the "Consents"); provided, however, that without the written consent of Parent, the Company shall not pay any cash or other consideration, make any commitment or incur any liability in excess of the amount set forth on Schedule 4.6 hereto in connection therewith. The Company shall use reasonable efforts to obtain payoff letters and releases from holders of its indebtedness to be paid off in connection with the Merger.
Appears in 2 contracts
Samples: Merger Agreement (NDC Automation Inc), Merger Agreement (Code Hennessy & Simmons Ii Lp)
Filings; Other Action. Subject to the terms and conditions --------------------- herein provided, the Company, Baxxxxxxx xnd Parent shall: (a) The Company shall promptly (but in not more than 10 business days from the date hereof) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Mergers; (b) use their best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Company Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Company Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares Mergers and the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) furnish the others with copies of APP Common Stock all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives, on the one hand, and any governmental or regulatory authority or members or their respective staffs, on the other hand, with respect to this Agreement and the Target Interest Holders pursuant transactions contemplated hereby; (d) furnish the others with such necessary information and reasonable assistance as such other parties and their respective affiliates may may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation any filings necessary under the provisions of the HSR Act; (e) use their commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Mergers and the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereofincluding, without limitation, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation resolution of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement theretoobjections, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested asserted by APP in connection any governmental authority with respect to the Mergers and the transactions contemplated hereby under any antitrust or trade or regulatory laws or regulations of any governmental authority and (f) use their commercially reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and use their commercially reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the Mergers or the transactions contemplated hereby or seeking material damages. In complying with the preparation foregoing, Parent, Baxxxxxxx xnd the Company shall each use all commercially reasonable measures available to them to consummate the transactions contemplated hereby, so long as such measures would not have a material adverse effect on the U.S. oilfield production chemicals businesses of the Registration Statements and each of the amendments Company or supplements theretoParent (including any Subsidiaries thereof), or any other statement, filing, notice or application made by or on behalf of each but shall not be required to take measures that would have such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreementa material adverse effect.
Appears in 1 contract
Samples: Merger Agreement (Petrolite Corp)
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically 31 38 for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock Subject to the Target Interest Holders pursuant to the transactions contemplated by this Agreement terms and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by conditions set forth in this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company parties hereto shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
use reasonable best efforts (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCosubject to, and such other matters as may in accordance with, applicable Law), including senior management participation, to take promptly, or cause to be reasonably requested by APP in connection taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the preparation of other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Purchase and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or non actions, waivers, consents and approvals, including, with respect to Seller, the Seller Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties (including, without limitation, the consents listed on Section 5.3(f) of the Seller Disclosure Schedule and any consents, approvals or waivers required under all agreements listed on Sections 2.13 and 2.16 of the Seller Disclosure Schedule), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement.
a. Subject to the terms and conditions herein provided and without limiting the foregoing, Seller and Buyer shall (i) use reasonable best efforts to make the respective filings within fifteen (15) days of the date hereof and thereafter make any other required submissions under General Telecom Law No. 153-98, (ii) use reasonable best efforts to file applications required to be filed with Indotel to effect the transfer of control of the Applicable Licenses within fifteen (15) days of the date hereof and respond as promptly as practicable to any additional requests for information received from Indotel by any party to such applications, (iii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iv) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including, taking all such further action as reasonably may be necessary to resolve such objections, if any, as competition authorities of any nation or other jurisdiction or any other Person may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby; and (v) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated thereby.
b. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), each of Seller and Buyer shall cooperate in all respects with each other and use reasonable best efforts to contest, resist and resolve any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law (as defined below) or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of Seller and Buyer shall use reasonable best efforts to resolve any such objections or challenges as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby. For the avoidance of doubt, for purposes of this Section 4.6, “reasonable best efforts” shall include (i) defending through litigation on the merits, including appeals, any claim asserted in any court or other proceeding by any party, (ii) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (including its Subsidiaries) or the Related Entities, including entering into customary ancillary agreements on commercially reasonable terms relating to any such sale, divestiture or disposition of such assets or businesses, or (iii) agreeing to take any other action as may be required by a Governmental Entity in order (x) to obtain all necessary consents, approvals and authorizations as soon as reasonably possible, (y) to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, or (z) to effect the expiration or termination of any waiting period, which would
Appears in 1 contract
Samples: Stock Purchase Agreement (Centennial Communications Corp /De)
Filings; Other Action. (a) 7.1.1 The Company shall cooperate with APP to Purchaser by promptly prepare providing information reasonably requested and file required by Purchaser in connection with the preparation and filing by Purchaser with the SEC of the Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate FormsForm) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Purchaser shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case 7.1.2 None of the Company, none of the written information or documents supplied or to be supplied by it each of the Company and Purchaser specifically for inclusion in the Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company and Purchaser shall agree as to the information and documents supplied by the Company for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered at Closing (the "Information Letter"). The Company shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, and any SEC comments thereon and Purchaser's responses thereto prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) 7.1.3 The Company shall, upon request, furnish APP Purchaser with all information concerning itselfthe Company, its subsidiaries, directors, officers, partners, partners and Stockholders and NewCo, and such other matters as may be reasonably requested by APP Purchaser in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
7.1.4 Purchaser hereby releases the Company from, agrees that the Company shall not be liable for, and agrees to hold the Company harmless against, any damages, costs, liability, expenses and claims that may be occasioned by any cause whatsoever pertaining to and arising out of the information or documents included in the Registration Statement, by exhibit or otherwise, except for such portions thereof as are based on information or documents supplied by the Company.
Appears in 1 contract
Filings; Other Action. (a) The Company shall Subject to the terms and conditions herein provided, each of the Company, Parent and Purchaser shall: (i) use reasonable best efforts to cooperate with APP one another in (A) determining which filings are required or advisable to promptly prepare be made prior to the Effective Time with, and file with which consents, approvals, permits or authorizations are required or advisable to be obtained prior to the SEC the Registration Statements on Form S-1 and Form S-4 (Effective Time from, Governmental Entities or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement, the Option Agreement, the Transaction Support Agreement and any other Ancillary Documents to which it is a party and the consummation of the shares transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers; and (ii) use reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement, the Option Agreement, the Transaction Support Agreement and the Ancillary Documents to which it is a party. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of APP Common Stock this Agreement, the proper officers and directors of Parent and the Surviving Corporation shall take all such necessary action.
(b) In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the Target Interest Holders HSR Act and any other Regulatory Law (as hereinafter defined) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any Regulatory Law as soon as practicable. Nothing in this Agreement shall require any of Parent and its Subsidiaries or the Company and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of Parent, the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other person or for any other reason ("Regulatory Restrictions").
(c) Each of Parent and the Company shall, in connection with the efforts referenced in Section 5.4(a) obtain all requisite material approvals and authorizations for the transactions contemplated by this Agreement and under the Other Agreements HSR Act or any other Regulatory Law, use its reasonable best efforts to (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain i) cooperate in all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate respects with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested each other in connection with any such action filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Companyprivate party, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the case transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of APPany meeting or conference with, willthe DOJ, at the time FTC or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the Registration Statements extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and each amendment participate in such meetings and supplement theretoconferences. For purposes of this Agreement, "Regulatory Law" means the Xxxxxxx Act, as amended, Council Regulation No. 4064/89 of the European Community, as amended (the "EC Merger Regulation") the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Foreign Acquisition and Takeovers Act 1975(th) of the Commonwealth of Australia, as amended, and all other federal, state and foreign, if any, becomes effective under the Securities Actstatutes, none of them contain any untrue statement of a material fact rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or omit intended to state any material fact required to be stated therein prohibit, restrict or necessary to make the statements thereinregulate (A) foreign investment, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish (B) antitrust or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
competition law or (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.C)
Appears in 1 contract
Samples: Merger Agreement (Cendant Corp)
Filings; Other Action. (a) The 8.1.1 Acquiror, the Company and the Stockholder shall cooperate with APP cooperate, at Acquiror's sole expense, to promptly prepare and file with the SEC the Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate FormsForm) to be filed by APP Acquiror in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Acquiror shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Stockholder shall furnish all information concerning the Company and NewCo the Stockholder as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case 8.1.2 None of the Company, none of the written information or documents supplied or to be supplied by it each of the Company, the Stockholder and Acquiror specifically for inclusion in the Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Stockholder and Acquiror shall agree as to the information and documents supplied by the Company and the Stockholder for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered at Closing (the "Information Letter"). The Company and the Stockholder shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) 8.1.3 The Stockholder and the Company shall, upon request, furnish APP Acquiror with all information concerning itselfthe Company, its subsidiaries, directors, officers, partners, Stockholders partners and NewCo, stockholders and such other matters as may be reasonably requested by APP Acquiror in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Merger, and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Universal Document MGMT Systems Inc)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company and the Purchaser shall: (a) The Company shall promptly make their respective filings and thereafter make any other required submissions under the HSR Act and the Communications Act; (b) use all reasonable efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with its Initial Public Offering the execution and offering delivery of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements consummation of the transactions contemplated hereby and (including the prospectus constituting parts thereofii) timely making all such filings and timely seeking all such consents, the "Registration Statements"). APP shall obtain approvals, permits or authorizations; and (c) use all necessary state securities law reasonable efforts to take, or "Blue Sky" permits cause to be taken, all other action and approvals required do, or cause to carry out be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. The parties hereto recognize and acknowledge that under applicable rules and regulations of the FCC, certain assets currently held by, or attributable to, the Purchaser, the Company or their officers or directors cannot be held by, or be attributable to, Holding Company or its officers and directors after the Effective Time, unless appropriate waivers of such rules and regulations are obtained. In no event shall the obtaining of permanent waivers with respect to assets of the Purchaser or its officers or directors be a condition to consummation of the Mergers. In no event shall a permanent waiver be sought without also seeking in the alternative to obtain a temporary waiver to allow the consummation of the Mergers including the divestiture of assets or other action required in order to obtain such waiver. If necessary in order to obtain the FCC's approval of the transactions contemplated hereby the Purchaser and the Company will divest any or all of such assets and take such other actions prior to consummation of the transactions contemplated hereby. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of the Purchaser and the Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish take all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely mannernecessary action.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Disney Walt Co)
Filings; Other Action. Subject to the terms and conditions herein provided, Pogo and Arch shall: (a) The Company shall promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (b) use all reasonable efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares Merger and the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) furnish the other with copies of APP Common Stock all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives, on the one hand, and any governmental or regulatory authority or members or their respective staffs, on the other hand, with respect to this Agreement and the Target Interest Holders pursuant transactions contemplated hereby; (d) furnish the other with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation any filings necessary under the provisions of the HSR Act; and (e) use their commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Merger and the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereofincluding, without limitation, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation resolution of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement theretoobjections, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested asserted by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection authority with respect to the Merger and the other transactions contemplated by this Agreementhereby under any antitrust or trade or regulatory laws or regulations of any governmental authority; provided that Pogo and Arch shall not be required to take any action that could have any adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of Pogo or Arch (including any Subsidiaries thereof).
Appears in 1 contract
Filings; Other Action. (a) The Subject to the terms and --------------------- conditions herein provided, the Company and Parent shall (i) promptly make their - respective filings and thereafter make any other required submissions under the HSR Act, (ii) promptly make their respective filings and thereafter make any -- other required submissions with applicable insurance regulatory authorities, including insurance regulatory authorities in the State of Nebraska and the Commonwealth of Pennsylvania, (iii) use their reasonable best efforts to --- cooperate with APP one another in (x) determining whether any filings are required - to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or other appropriate Forms) to be filed by APP governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares transactions contemplated hereby and (y) timely making all such filings and - timely seeking all such consents, permits, authorizations or approvals, (iv) use -- their reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including, without limitation, taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of APP Common Stock to the Target Interest Holders pursuant Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby.
(b) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), each of the Company and the Other Agreements (including the prospectus constituting parts thereofParent shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, the "Registration Statements"). APP shall obtain all necessary state securities law lifted, reversed or "Blue Sky" permits overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and approvals required to carry out that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. The Company shall cooperate with APP in Notwithstanding the preparation foregoing or any other provision of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Companythis Agreement, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained nothing in this AgreementSection 5.6 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has up to then complied in all respects with its obligations under this Section 5.6.
(c) The Company shall, upon request, furnish APP If any objections are asserted with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by APP in connection with the preparation any governmental body or authority or any private party challenging any of the Registration Statements and transactions contemplated hereby as violative of any Regulatory Law, each of the amendments Company and Parent shall use its reasonable best efforts to resolve any such objections or supplements thereto, challenge as such governmental body or any other statement, filing, notice authority or application made by or on behalf of each such private party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.may
Appears in 1 contract
Filings; Other Action. Subject to the terms and conditions herein provided, Walden and Drever shaxx: (a) The Company shall xxx all their best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Closing Date with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date from, governmental or regulatory authorities of the United States, the several states, third party secured and unsecured lenders and rating agencies in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares of APP Common Stock transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (b) use their best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to Walden and Drevex xxxxssary to effectuate the Target Interest Holders pursuant Exchange Offer; and (c) use their best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If, at any time after the Closing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Walden, Drever, AOFII and AOF shall take all such necessary action. Walden and Drever shaxx xxxmptly xxxxxde the other (or its counsel) copies of (x) all filings in connection with the Exchange Offer, (y) all filings under the Exchange Act after the date hereof and prior to the Closing Date, and (z) all other regulatory filings in connection with this Agreement and the Other Agreements transactions contemplated hereby, in each case, made by Walden or WDOP, on thx xxx hand, or Drever, AOFII or AOF, on the other hand. 5 Inspection of Records. From the date hereof to the Closing Date, each of Walden, Drever, AOFII and AOF shall, upon reasonable notice. allow all designated officers, attorneys, accountants and other representatives of the other access at all reasonable times to the records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the business and affairs of Walden, WDOP, Drever, XXXXX, AOF and their respective affiliates. 6 Publicity. The initial press release relating to this Agreement shall be a joint release and thereafter Walden, Drever, AOFII and AOF shall, subject to their respective legal obligations (including requirements of stock exchanges and other similar regulatory bodies), consult with each other, and use reasonable efforts to agree upon the prospectus constituting parts thereoftext of any press release, before issuing any such press release or otherwise making public statements with respect to the transactions contemplated hereby and in making any filings with any federal or state governmental or regulatory agency or with any national securities exchange with respect thereto. 7 Proxy Statement. Walden shall file witx xxx SEC as soon as practicable a proxy statement (the "Registration StatementsProxy Statement")) under the Exchange Act, with respect to the meeting of the Walden Stockholders ix xxxxection with the Exchange Offer. APP Walden will cause the Xxxxx Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Walden shall obtain use its xest efforts to obtain, prior to the Closing Date, all necessary state securities law permits or "Blue Sky" permits and approvals required under the Securities Laws to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. The Company shall Drever, AOFII and AOF hereby agree to cooperate with APP Walden in the preparation preparaxxxx xf the Proxy Statement and to provide Walden with such infoxxxxxxn as Walden may reasoxxxxx request. Walden, after consultxxxxx with Drever, shall respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and shall cause a definitive Proxy Statement to be mailed to the Walden Stockholders ax xxx earliest practicable date. Each of Drever, AOFII, AOF, Walden and WDOP xxxxxx to correct as promptly as practicable any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect, and Walden agrees to xxxx all steps necessary to file with the SEC and have cleared thereby any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Walden Stockholdxxx xx the extent required by applicable law. 8 Post-Closing Conduct of Business. For the period commencing with the Closing Date and ending on and including the 15th business day following the Closing Date, Walden (either directxx xx indirectly through a relevant affiliate) and WDOP (a) shall endeavor to cause each of the Registration Statements Partnerships to continue to exist and engage in the conduct of its business and (b) shall furnish all information concerning the Company and NewCo as may be reasonably requested not permit any Partnership to undertake any action or enter into any arrangement in connection with any such action in or related to a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Companymerger of, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statementsliquidation of, by exhibit or otherwise and (ii) in the case of APPtermination of, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements theretowinding-up of, or any other statementsimilar transaction that involves, filingsuch Partnership in which, notice as a result of such transaction, such Partnership would no longer continue to exist or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity remain in connection with the Merger and the other transactions contemplated by this Agreement.business for Federal income tax purposes. 9
Appears in 1 contract
Samples: Exchange Agreement (Walden Residential Properties Inc)
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case Each of the Company, none of the written information or documents supplied or Parent and Acquisition Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be supplied made or effected by it specifically for inclusion in pursuant to the Registration Statements, by exhibit or otherwise Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) in the case of APPboth with respect to such registrations, willfilings and submissions and otherwise, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit use commercially reasonable efforts to state any material fact required cause to be stated therein taken, on a timely basis, all other actions necessary or necessary appropriate for the purpose of causing the conditions set forth in Annex I to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements satisfied and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants consummating and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with effectuating the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, (B) shall use commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement, and (C) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Condition.
(b) Without limiting the generality of anything contained in Section 5.5(a), each party hereto shall (1) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, and (3) promptly inform the other parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer or the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding.
(c) Without limiting the generality of anything contained in Section 5.5(a), in the event that any state anti-takeover or other similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Offer and the Merger), the Company, at the direction of its Board of Directors, shall use all reasonable efforts to ensure that the transactions contemplated by this Agreement (including the Offer and the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Offer and the Merger).
(d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be deemed to require Parent, the Company or the Surviving Corporation to (i) agree to an Adverse Regulatory Condition, or (ii) litigate against or otherwise contest any suit, litigation or other similar legal proceeding relating to this Agreement or any of the transactions contemplated hereby (including the Offer and the Merger).
(e) The Company shall use all reasonable efforts to obtain all necessary consents, waivers and approvals of any parties to any Material Contracts set forth on Part 5.5(e) of the Company Disclosure Schedule. All such consents, waivers and approvals shall be in a form and substance reasonably acceptable to Parent. In the event that the other parties to any such Material Contract, including any lessor or licensor of any Real Property Leases, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise required in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Material Contract or the provision of additional security (including a guaranty), the Company shall not make or commit to make any such payment or provide any such consideration without Parent’s prior written consent .
(f) The Company shall use all reasonable efforts to take the actions set forth on Part 5.5(f) of the Company Disclosure Schedule.
Appears in 1 contract
Samples: Merger Agreement (Simtek Corp)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company and Parent shall: (aI) The Company shall promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (II) cooperate and consult with APP one another in (A) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to promptly prepare be made prior to the Effective Time with, and file with which consents, approvals, Permits, authorizations or waivers (collectively, "CONSENTS") are required or, in the SEC case of Other Antitrust Consents, permitted to be obtained prior to the Registration Statements on Form S-1 and Form S-4 (Closing Date from Governmental Entities or other appropriate Forms) to be filed by APP Persons in connection with its Initial Public Offering the execution and offering delivery of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements consummation of the transactions contemplated hereby, including, without limitation, (including I) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the prospectus constituting parts thereof"OTHER ANTITRUST FILINGS" and the "OTHER ANTITRUST CONSENTS," respectively; collectively, the "Registration StatementsOTHER ANTITRUST FILINGS AND CONSENTS"). APP shall ) and (II) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (B) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all necessary state securities law Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or "Blue Sky" permits submission dates; and approvals required (C) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to carry out obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (III) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. The Each of Parent and the Company shall cooperate with APP in the preparation of the Registration Statements use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and shall furnish all information concerning the Company and NewCo to resolve any objections as may be reasonably requested in connection asserted by any Governmental Entity with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in respect to the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective Merger under the Securities Act, none of them contain any untrue statement of a material fact HSR Act or omit to state any material fact required to be stated therein or necessary to make Foreign Antitrust Laws; PROVIDED that the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements foregoing shall not diminish require Parent to take any action that could directly or otherwise affect indirectly (A) impose limitations on the representations, covenants and warranties ability of APP contained in this Agreement.
Parent (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Parent or the Company or any governmental entity of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, (B) restrict any future business activity by Parent, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Parent, the Company or any of their affiliates or Subsidiaries, or (C) otherwise adversely affect Parent, the Company or any of their respective affiliates or Subsidiaries in connection with a manner that (I) is either material to the Merger business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Closing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the other transactions contemplated by this AgreementCompany shall take all such necessary action.
Appears in 1 contract
Samples: Merger Agreement (Firstcom Corp)
Filings; Other Action. (a) The Company Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with APP the other and use (and shall cause their respective Subsidiaries to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 use) their respective reasonable best efforts to: (i) take, or other appropriate Forms) cause to be filed by APP taken, all actions, and do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in connection with its Initial Public Offering any event no later than the End Date) and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement consummate and the Other Agreements (including the prospectus constituting parts thereofmake effective, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out as promptly as practicable, the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation , including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of the Registration Statements information, applications and shall furnish all information concerning the Company and NewCo as other documents (including any required or recommended filings under applicable Antitrust Laws) that are or may be reasonably requested become necessary in connection with the consummation of the transactions contemplated by this Agreement; (ii) obtain as promptly as reasonably practicable (and in any such action in event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party that are or may become necessary to consummate the transactions contemplated by this Agreement; (iii) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Legal Requirements issued by a timely mannerGovernmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.
(b) The Company Each party shall use their respective reasonable best efforts to file, as soon as practicable and APP advisable after the date of this Agreement, all notices, reports and each separately represent and warrant that (i) in the case of the Company, none of the written information or other documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior filed by such party with any Governmental Entity with respect to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Mergers and the other transactions contemplated by this Agreement, and to submit as promptly as reasonably practicable any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, each of Parent and the Company shall, in consultation and cooperation with the other, within 10 Business Days after the date of this Agreement (or such other date as may be mutually agreed to by Parent and the Company), prepare and file the notifications required under the HSR Act. Parent and the Company shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests for additional information or documentary material received from any state attorney general, antitrust authority or other Governmental Entity in connection with antitrust or related matters.
(c) Subject to the provisions of the Non-Disclosure Agreement, Parent and the Company each shall promptly supply the other with any information that may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 4.7(a) and Section 4.7(b). Each of Parent and the Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as “outside counsel only” or with similar restrictions. Each of Parent and the Company may also reasonably redact material as necessary to (i) comply with other contractual arrangements or applicable Legal Requirements or (ii) prevent the loss of protection under the attorney-client privilege or the attorney work product doctrine but shall use commercially reasonable efforts to allow for such disclosure (or as much of it as possible) in a manner that does not result in a violation of contractual arrangements, or Legal Requirements, or a loss of attorney-client privilege. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the provisions of the Non-Disclosure Agreement, each of Parent and the Company shall: (i) consult with the other in good faith prior to taking a position with respect to any filing required or advisable pursuant to Section 4.7(a) and Section 4.7(b); (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, letters, responses to requests, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party in connection with any such filing or any Legal Proceeding in connection with this Agreement or the transactions contemplated hereby; (iii) coordinate with the other in preparing and exchanging such information; (iv) promptly provide the other party’s counsel with copies of all filings, notices, analyses, presentations, memoranda, letters, responses to requests, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Entity in connection with any filing required by Section 4.7(a) and Section 4.7(b) in connection with this Agreement or the transactions contemplated hereby; and (v) consult with the other party in advance of any meeting, video conference or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and, to the extent not prohibited by the Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings, video conferences and teleconferences.
(d) Without limiting the generality of Section 4.7(a), Parent shall use reasonable best efforts to take, or cause to be taken, all actions necessary to avoid or eliminate each and every impediment under any Antitrust Laws to enable the parties to close the transactions contemplated by this Agreement as promptly as practicable, and in any event prior to the End Date, including proposing, negotiating, committing to and effecting, whether by consent decree, hold separate orders, or otherwise, to sell, divest, hold separate, lease, license, transfer, dispose of, commit to behavioral or conduct remedies, or otherwise encumber, limit or impair or take any other action with respect to Parent’s or any of its Subsidiaries’ ability to own or operate any assets, properties, businesses or product lines of Parent or any of its Subsidiaries or any assets, properties, businesses or product lines of the Company or any of its Subsidiaries; provided, that, notwithstanding anything to the contrary set forth in this Agreement, (I) the Company and the Company Subsidiaries shall not enter into or make any consents, offers, agreements or commitments with respect to the actions contemplated by clauses (i) and (ii) except as and to the extent requested in writing by Parent as to actions that are conditioned upon the consummation of the Mergers, (II) no party shall be required pursuant to the foregoing to commit to or effect any action that is not conditioned upon the consummation of the Mergers, and (III) Parent shall not be required to (x) sell, divest, exclusively license, hold separate, or otherwise dispose of, or (y) grant any non-exclusive license, accept any operational restrictions or take or commit to any actions which restrictions or actions would limit Parent’s or any of its Affiliates’ freedom of action with respect to assets, licenses, product lines, operations or businesses of Parent, the Company or any of their respective Subsidiaries that, individually or in the aggregate, would reasonably be expected to have an (A) Effect that results in a material adverse effect on the results of operations of the Company and the Company Subsidiaries, taken as a whole, or (B) Effect that results in a material adverse effect on the results of operations of the Parent and the Parent Subsidiaries, taken as a whole; provided that for purposes of determining whether an Effect is or would be materially adverse to the results of operations of Parent and the Parent Subsidiaries, taken as a whole, Parent and the Parent Subsidiaries, taken as a whole, shall be deemed to be the same size (in operations and from a financial point of view) as the Company and the Company Subsidiaries, taken as a whole.
(e) Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parent, neither the Company nor any of the Company Subsidiaries will grant or offer to grant any accommodation or concession (financial or otherwise) to any third party in connection with seeking or obtaining its consent to the transactions contemplated by this Agreement.
(f) In furtherance and not in limitation of the covenants of the parties contained in this Section 4.7, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Bioventus Inc.)
Filings; Other Action. (a) The 8.1.1 Acquiror, the Company and the Stockholders shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate FormsForm) to be filed by APP Acquiror in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Acquiror shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Stockholders shall furnish all information concerning the Company and NewCo the Stockholders as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case 8.1.2 None of the Company, none of the written information or documents supplied or to be supplied by it each of the Company, the Stockholders and Acquiror specifically for inclusion in the Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Stockholders and Acquiror shall agree as to the information and documents supplied by the Company and the Stockholders for inclusion in the Registration Statement and shall 34 42 indicate such information and documents in a letter to be delivered at Closing (the "Information Letter"). The Company and the Stockholders shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) 8.1.3 The Stockholders and the Company shall, upon request, furnish APP Acquiror with all information concerning itselfthe Company, its subsidiaries, directors, officers, partners, Stockholders partners and NewCo, stockholders and such other matters as may be reasonably requested by APP Acquiror in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Merger, and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Universal Document MGMT Systems Inc)
Filings; Other Action. (a) Subject to the terms and conditions herein provided, Parent and ASARCO shall (i) promptly make all filings necessary in connection with their respective Required Statutory Approvals and (ii) use reasonable best efforts to cooperate with one another in (y) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or other governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby and (z) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including such party's Required Third Party Consents. The Company parties shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP one another in connection with the making of all such filings, including providing copies of all such documents to the non -filing or non-submitting party and its Initial Public Offering and offering advisors prior to filing or otherwise submitting.
(i) Without limiting the generality of the shares undertakings of APP Common Stock Parent and ASARCO pursuant to Section 5.6(a), Parent agrees to obtain the expiration or termination of the applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") (which approval has already been obtained), and applicable foreign Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or limitation of competition (collectively, "Antitrust Laws"), which obligation shall be unconditional and shall be not be qualified by best efforts (regardless of whether fulfillment of such obligation would have a Material Adverse Effect on Parent or ASARCO). The existence of the conditions set forth in Sections 6.1(a) shall not limit or diminish Parent's obligations pursuant to the Target Interest Holders foregoing sentence or relieve Parent of any liability or damages that may result from its breach of its obligations under this Section 5.6(b)(i) (nor limit the obligations of ASARCO pursuant to the following sentence or relieve ASARCO of any liability or damages that may result from its breach of obligations under this Section 5.6(b)(i)). In connection with the foregoing, ASARCO will cooperate with and assist Parent, and, with respect to matters that are within its power or control will use its reasonable best efforts to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Antitrust Laws to consummate the transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party that are necessary, proper or advisable to consummate the ASARCO Merger and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement. The Company shall cooperate At Parent's request, ASARCO will commit to and implement any divestiture, hold separate or similar transaction or action with APP in the preparation respect to any asset or business of ASARCO, which commitment and implementation may, at ASARCO's option, be conditioned upon and effective as of the Registration Statements Effective Time. Subject to applicable Laws relating to the exchange of information, the Parent and ASARCO shall furnish all information concerning have the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled right to review the Registration Statements in advance, and each of the amendments thereto, if any, prior to the time extent practicable each becomes effective under will consult with the Securities Act. The Company shall have no responsibility for other on, all the information contained relating to their respective Subsidiaries, that appears in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish any filing made with, or otherwise affect the representationswritten materials submitted to, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP any third party and/or any Governmental Entity in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the ASARCO Merger and the other transactions contemplated by this Agreement.
(ii) In furtherance and not in limitation of the foregoing, and to the extent that any such action has not heretofore been taken or completed, each of Parent and ASARCO agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) complete the review process under the HSR Act to permit the consummation of the ASARCO Merger including, but not limited to, causing the expiration of termination of the applicable waiting periods under the HSR Act as soon as practicable.
Appears in 1 contract
Samples: Merger Agreement (Phelps Dodge Corp)
Filings; Other Action. (a) The Subject to the terms and conditions herein provided, each of the Company and REDI shall cooperate with APP each other and use its reasonable best efforts to promptly prepare (i) make any submissions required to be made in order to obtain the Regulatory Approvals, and file (ii) take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under this Agreement, the other Transaction-Related Agreements and any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, writ, franchise, variance, exemption, approval, license or permit of any Governmental Authority or Self-Regulatory Organization (each, a “Law” and collectively “Laws”) to consummate and make effective the transactions contemplated hereby and thereby as promptly as practicable, including, without limitation, cooperating in the preparation and filing of all documentation to effect all necessary applications, notices, reports, petitions, filings and other documents and any amendments or supplements to any of the foregoing as promptly as practicable. Each of the Company and REDI shall consult with the SEC other, and use its reasonable best efforts to obtain as promptly as practicable, all licenses, permits, registrations, exemptions, consents, approvals, authorizations, qualifications and orders of, with or from any Governmental Authority, Self-Regulatory Organization or third party as are necessary or advisable for the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering consummation of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including other Transaction-Related Agreements, and neither the prospectus constituting parts thereofCompany nor REDI shall take any action or permit any of their respective subsidiaries to take any action, that shall have the "Registration Statements"). APP shall obtain all necessary state securities law effect of unreasonably delaying, impairing or "Blue Sky" permits and approvals required to carry out impeding the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation receipt of any of the Registration Statements and shall furnish all information concerning foregoing. Each of the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company REDI shall, upon requestrequest by the other, furnish APP the other with all true and accurate information concerning itself, its subsidiaries, managers, directors, officersofficers and, partnersto the extent available to or known by it, Stockholders and NewCoits members, and such other matters as may be reasonably requested by APP are necessary or advisable in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or the Company, any of its subsidiaries or REDI to any governmental entity Governmental Authority, Self-Regulatory Organization or third party in connection with the Merger and the other transactions contemplated by this Agreement or any other Transaction-Related Agreement, provided that neither the Company nor REDI shall be required to furnish any information to the other in violation of any applicable Law or in breach of the provisions of any Contract to which it is a party as of the date hereof. Subject to any applicable Laws relating to the exchange of information, the Company and REDI shall have the right to review in advance, and to the extent practicable each of the Company and REDI shall consult the other on, (x) all the information relating to the Company or REDI, as the case may be, and any of their respective affiliates, that appear in any filing made by the Company or REDI with, or written materials submitted to, any Governmental Authority, Self-Regulatory Organization or third party in connection with the transactions contemplated by this Agreement or any other Transaction-Related Agreement, and (y) any other material written information submitted to any Governmental Authority, Self-Regulatory Organization or third party in connection with the transactions contemplated by this Agreement or any other Transaction-Related Agreement. In exercising the foregoing rights, each of the Company and REDI shall act reasonably, in good faith and as promptly as practicable.
(b) Each of the Company and REDI shall regularly and promptly keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including, without limitation, promptly furnishing the other with copies of notices or other communications and promptly informing the other of all material oral communications received by the Company, any of its subsidiaries or REDI, as the case may be, from any Governmental Authority or Self-Regulatory Organization with respect to the transactions contemplated by this Agreement or any other Transaction-Related Agreement. Each of the Company and REDI shall consult and cooperate with the other, and consider in good faith the views of the other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Company or REDI, respectively, to any Governmental Authority or Self-Regulatory Organization in connection with the transactions contemplated by this Agreement or any other Transaction-Related Agreement.
(c) Notwithstanding anything else contained herein, the covenants contained in this Section 5.3 will not require the Company or REDI, in connection with obtaining any regulatory approval, to accept any condition or restriction or undertake any action referred to in the second sentence of each of Section 2.2(e) and 2.3(e).
Appears in 1 contract
Filings; Other Action. (a) The Company South Texas shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Seller and South Texas shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo South Texas as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company Seller, South Texas and APP and each separately represent and warrant that (i) in the case of the CompanySeller and South Texas, none of the written information or documents supplied or to be supplied by it Seller and South Texas specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Seller and South Texas shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company Seller and South Texas shall have no responsibility for information contained in the Registration Statements except for information provided by the Company Seller or South Texas specifically for inclusion therein. The CompanySeller's and South Texas's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company Seller and South Texas shall, upon request, furnish APP with all information concerning itselfSouth Texas, its subsidiaries, directors, partners and officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (American Physician Partners Inc)
Filings; Other Action. (a) The Company shall Subject to the terms and conditions herein provided, the Company, Purchaser, and Merger Sub shall: (a) use their best efforts to cooperate with APP one another in (i) determining which filings are required to promptly prepare be made prior to the Effective Time with, and file with which consents, approvals, permits, authorizations or waivers are required to be obtained prior to the SEC the Registration Statements on Form S-1 and Form S-4 (Effective Time from, Governmental Entities or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement and any other Ancillary Documents and the shares consummation of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement hereby and the Other Agreements thereby and (including the prospectus constituting parts thereofii) timely making all such filings and timely seeking all such consents, the "Registration Statements"). APP shall obtain approvals, permits, authorizations and waivers; and (b) use their best efforts to take, or cause to be taken, all necessary state securities law other action and do, or "Blue Sky" permits cause to be done, all other things necessary, proper or appropriate to consummate and approvals required to carry out make effective the transactions contemplated by this Agreement. The Company If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Purchaser and the Surviving Corporation shall cooperate with APP in the preparation of the Registration Statements and shall furnish take all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely mannernecessary action.
(b) The Concurrently with the commencement of the Offer, the Company and APP and each separately represent and warrant that shall commence (i) in an offer (the case "DEBENTURE OFFER") to purchase all of the Companyoutstanding Debentures, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) a solicitation as part of the Debenture Offer (the "SOLICITATION") of consents to amendments to the Indenture from the holders of not less than a majority in aggregate principal amount of the case of APPDebentures outstanding (the consents from such holders, willthe "REQUISITE CONSENTS"). The Debenture Offer and Solicitation (including the amendments) shall be on terms determined by Purchaser, at provided that the time Company shall not be required to purchase the Registration Statements Debentures pursuant to the Debenture Offer, and each amendment and supplement theretothe proposed amendments, if anyapproved, becomes effective under shall not become operative, unless (i) Purchaser has consummated the Securities ActOffer and (ii) the Company has received the proceeds of financing arranged by Purchaser in an amount sufficient to (a) consummate the Debenture Offer and pay all fees and expenses associated therewith, none of them contain and (b) refinance any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light indebtedness of the circumstances under which they were made, not misleadingCompany coming due by reason of the Debenture Offer and Solicitation and consummation thereof. The Company agrees that promptly following the date the Requisite Consents are obtained it will execute a supplemental indenture containing the proposed amendments that by their terms shall be entitled to review the Registration Statements and each become operative only upon consummation of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Offer and the other transactions contemplated by this AgreementDebenture Offer.
Appears in 1 contract
Filings; Other Action. (a) The Company shall Subject to the terms and conditions herein provided, VPT and Buyer shall: (i) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (ii) use all reasonable best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsx) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and any third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement, the shares consummation of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and (y) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (iii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Other Agreements Merger, such consents to be in reasonably satisfactory form to VPT and Buyer; and (including the prospectus constituting parts thereofiv) use all reasonable best efforts to take, the "Registration Statements"). APP shall obtain or cause to be taken, all necessary state securities law other actions and do, or "Blue Sky" permits cause to be done, all other things necessary, proper or appropriate to consummate and approvals required to carry out make effective the transactions contemplated by this Agreement. The Company If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers, directors and trustees of Buyer and VPT shall cooperate with APP in the preparation of the Registration Statements and shall furnish take all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely mannernecessary action.
(b) The Company and APP and each separately represent and warrant that As promptly as practicable following the date hereof (i) VPT (and, if required by applicable SEC regulations, the Buyer) shall prepare and file with the SEC under the Exchange Act, all filings required to be made thereunder including a proxy statement and form of proxy (such proxy statement, together with any amendments or supplements thereto, the "Proxy Statement") relating to the shareholder meeting of VPT and the vote of the shareholders of VPT with respect to this Agreement, and (ii) following clearance by the SEC of the Proxy Statement, VPT and Buyer shall prepare and file with the SEC under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments or supplements thereto, the "Form S-4"), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Buyer Common Stock to be distributed to the stockholders of VPT in the case Merger (the securities referred to in the foregoing clause being referred to herein collectively as the "Registered Securities"). Buyer will cause the Form S-4 (and, if it is required by applicable SEC regulations to include information therein, the Proxy Statement) to comply as to form in all material respects with the applicable provisions of the CompanySecurities Act, none the Exchange Act and the rules and regulations thereunder, and VPT will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the written Exchange Act and the rules and regulations thereunder. Each of Buyer, on the one hand, and VPT, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement and the Form S-4. Buyer shall use its reasonable best efforts, and VPT will cooperate with Buyer, to have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the Proxy Statement with the SEC). Each of VPT and Buyer agrees promptly to correct any information provided by it for use in the Proxy Statement and the Form S-4 if and to the extent that such information shall have become false or documents supplied misleading in any material respect, and each of the parties hereto further agrees to take all steps necessary to amend or supplement the Proxy Statement and the Form S-4, and to cause the Proxy Statement and the Form S-4, as so amended or supplemented to be supplied filed with the SEC and to be disseminated to their respective stockholders, in each case as and to the extent required by applicable federal and state securities laws. Each of VPT and Buyer agrees that the information provided by it specifically for inclusion in the Registration Statements, by exhibit Proxy Statement or otherwise the Form S-4 and (ii) in the case of APP, willeach amendment or supplement thereto, at the time of mailing thereof and at the Registration Statements time of the respective meetings of stockholders of VPT and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any Buyer will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled Buyer will advise VPT, and deliver copies (if any) to review VPT, promptly after either receives notice thereof, of any request by the Registration Statements and each SEC for amendment of the amendments theretoProxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, if any, prior to or notice of the time each becomes when the Form S-4 has become effective under or any supplement or amendment has been filed, the Securities Act. The Company shall have no responsibility for information contained in issuance of any stop order, the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review suspension of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation qualification of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity Registered Securities issuable in connection with the Merger or for offering or sale in any jurisdiction. VPT shall use its best efforts to timely mail the Proxy Statement to its stockholders. It shall be a condition to the mailing of the Proxy Statement that (i) Buyer shall have received "comfort" letters from Coopers & Xxxxxxx LLP, independent public accountants for VPT, of the kind contemplated by the Statement of Auditing Standards with respect to Letters to Underwriters promulgated by the American Institute of Certified Public Accountants (the "AICPA Statement"), dated as of the date on which the Form S-4 shall become effective (and Buyer shall also receive such a letter as of the Effective Time), each addressed to Buyer, in form reasonably satisfactory to Buyer, concerning the procedures undertaken by Coopers & Xxxxxxx LLP with respect to the financial statements and information of VPT and the VPT Subsidiaries contained in the Form S-4 and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement and (ii) VPT shall have received a "comfort" letter from Ernst & Young LLP, independent public accountants for Buyer, of the kind contemplated by the AICPA Statement, dated as of the date on which the Form S-4 shall become effective (and VPT shall also receive such a letter as of the Effective Time), each addressed to VPT, in form reasonably satisfactory to VPT, concerning the procedures undertaken by Ernst & Young LLP with respect to the financial statements and information of Buyer and its Subsidiaries contained in the Form S-4 and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement.
Appears in 1 contract
Filings; Other Action. (a) The 8.1.1 Acquiror, the Company and the Stockholders shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate FormsForm) to be filed by APP Acquiror in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Acquiror shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Stockholders shall furnish all information concerning the Company and NewCo the Stockholders as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case 8.1.2 None of the Company, none of the written information or documents supplied or to be supplied in writing by it each of the Company, the Stockholders and Acquiror specifically for inclusion in the Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Stockholders and Acquiror shall agree as to the information and documents supplied by the Company and the Stockholders for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered 34 42 at Closing (the "Information Letter"). The Company and the Stockholders shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) 8.1.3 The Stockholders and the Company shall, upon request, furnish APP Acquiror with all information concerning itselfthe Company, its subsidiaries, directors, officers, partners, Stockholders partners and NewCo, stockholders and such other matters as may be reasonably requested by APP Acquiror in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Merger, and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Universal Document MGMT Systems Inc)
Filings; Other Action. (a) The Company Madison shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Seller and Madison shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo Madison as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company Seller, Madison and APP and each separately represent and warrant that (i) in the case of the CompanySeller and Madison, none of the written information or documents supplied or to be supplied by it Seller and Madison specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Seller and Madison shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company Seller and Madison shall have no responsibility for information contained in the Registration Statements except for information provided by the Company Seller or Madison specifically for inclusion therein. The CompanySeller's and Madison's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company Seller and Madison shall, upon request, furnish APP with all information concerning itselfMadison, its subsidiaries, directors, partners and officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (American Physician Partners Inc)
Filings; Other Action. Subject to the terms and conditions herein provided the Company and Parent shall (a) The Company shall promptly, but in no event later than ten (10) Business Days after the date hereof, make all filings and submissions required under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and use best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (b) use reasonable best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 each other in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities in connection with its Initial Public Offering the execution and offering delivery of this Agreement and related agreements and consummation of the shares of APP Common Stock transactions contemplated hereby and thereby and (ii) promptly making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (c) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary or appropriate to consummate the Target Interest Holders pursuant transactions contemplated hereby, including the Merger, as soon as practicable, including using best efforts to take all such further action as may be necessary (A) to resolve such objections, if any, as any Governmental Entity may assert under any Applicable Law with respect to the transactions contemplated by this Agreement and the Other Agreements (hereby, including the prospectus constituting parts thereofMerger, and (B) to avoid or eliminate each and every impediment under any Applicable Law that may be asserted by any Governmental Entity with respect to the "Registration Statements"). APP transactions contemplated hereby, including the Merger and, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date; provided, that Parent shall obtain all necessary state securities law or "Blue Sky" permits and approvals not be required to carry out consent to the divestiture or other disposition of any of its or its Affiliates' assets, except as would have an immaterial impact on Parent and its Affiliates taken as a whole, or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Entity respecting the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in In connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of foregoing, the Company, none of on the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statementsone hand, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCowill provide Parent, and such Parent, on the other matters as may be reasonably requested by APP in connection hand, will provide the Company, with copies of material correspondence, filings or communications (or oral summaries or memoranda setting forth the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each substance thereof) between such party or any of its subsidiaries Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to any governmental entity in connection with the Merger this Agreement and the other transactions contemplated by this Agreementhereby.
Appears in 1 contract
Filings; Other Action. (a) The Company Lexington shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Seller and Lexington shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo Lexington as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company Seller, Lexington and APP and each separately represent and warrant that (i) in the case of the CompanySeller and Lexington, none of the written information or documents supplied or to be supplied by it Seller and Lexington specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Seller and Lexington shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company Seller and Lexington shall have no responsibility for information contained in the Registration Statements except for information provided by the Company Seller or Lexington specifically for inclusion therein. The CompanySeller's and Lexington's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company Seller and Lexington shall, upon request, furnish APP with all information concerning itselfLexington, its subsidiaries, directors, partners and officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (American Physician Partners Inc)
Filings; Other Action. (a) The Subject to the terms and conditions herein provided, each of the Company and Parent shall (i) cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 other in (x) determining which other notices, reports or other appropriate Forms) filings are required to be filed by APP made prior to the Effective Time with, and which other waivers, consents, approvals or authorizations are required to be obtained prior to the Effective Time in connection with its Initial Public Offering the execution and offering delivery of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out consummation of the transactions contemplated by this Agreement. The Company shall cooperate hereby; and (y) timely making all such notices, reports or filings and timely seeking all such waivers, consents, approvals or authorizations; and (ii) furnish the other party with APP in the preparation of the Registration Statements such necessary information regarding itself and shall furnish all information concerning the Company its Subsidiaries and NewCo reasonable assistance as such other party and its affiliates may be reasonably requested request in connection with their preparation of necessary notices, reports or filings, or submissions of information to any such action in a timely mannerGovernmental Entity.
(b) The Each of Parent and the Company and APP and each separately represent and warrant that shall give prompt notice to the other party of the following: (x) the occurrence of or failure to occur of any event the occurrence or failure to occur of which would be likely to result in (i) any condition set forth in the case Article VII being incapable of the Company, none of the written information being satisfied or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable; (y) any failure of such party to comply in any material respect with any of its covenants or agreements hereunder; and (z) such party becoming aware that statements relating to such party or any of its Subsidiaries set forth in the case of APP, will, at Joint Proxy Statement/Prospectus or the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them Form S-4 contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the such statements therein, in the light of the circumstances circumstance under which they were made, not misleading. The Company shall be entitled Notwithstanding the foregoing, the delivery of any notice pursuant to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements this Section 6.2(b) shall not diminish limit or otherwise affect the representations, covenants and warranties of APP contained in this Agreementremedies available hereunder to the party receiving such notice.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Filings; Other Action. (a) The Company a. Vision 21, the Subsidiary and the Physician shall cooperate with APP to promptly prepare and file at Vision 21's expense with the SEC the SEC, a Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate Formsform) to be filed by APP Vision 21 in connection with its any Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements Vision 21 (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Vision 21 and the Subsidiary shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Physician shall furnish all information concerning the Company Company, the New P.C., the Nonmedical Assets and NewCo the Physician as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case b. Each of the Company, the Physician, Vision 21 and the Subsidiary represents and warrants that none of the written information or documents supplied or to be supplied by it specifically for inclusion in the a Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement theretothereof, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Physician, Vision 21 and the Subsidiary shall agree as to the information and documents supplied by the Company and the Physician for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered at least ten (10) days prior to the initial filing of the Registration Statement with the SEC. The Company and the Physician shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) c. The Physician and the Company shall, upon request, furnish APP Vision 21 and the Subsidiary with all information concerning himself, itself, its their respective partners, the Company's subsidiaries, directors, officers, partnersand stockholders, Stockholders and NewCoincluding financial statements with respect to the same, any consents (and information necessary to obtain such consents) and such other matters as may be reasonably requested by APP Vision 21 in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its the Company's subsidiaries to any governmental entity in connection with the Merger Merger, any Initial Public Offering and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case Each of the Company, none of the written information or documents supplied or Parent and Acquisition Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be supplied made or effected by it specifically for inclusion in pursuant to the Registration Statements, by exhibit or otherwise Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) in the case of APPboth with respect to such registrations, willfilings and submissions and otherwise, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit use commercially reasonable efforts to state any material fact required cause to be stated therein taken, on a timely basis, all other actions necessary or necessary appropriate for the purpose of causing the conditions set forth in Annex I to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements satisfied and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants consummating and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with effectuating the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, (B) shall use commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement, and (C) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Condition.
(b) Without limiting the generality of anything contained in Section 5.5(a), each party hereto shall (1) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, and (3) promptly inform the other parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer or the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding. In addition, except as may be prohibited by any Governmental Entity or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or Legal Proceeding.
(c) Without limiting the generality of anything contained in Section 5.5(a), in the event that any state anti-takeover or other similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Offer and the Merger), the Company, at the direction of its Board of Directors, shall use all reasonable efforts to ensure that the transactions contemplated by this Agreement (including the Offer and the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Offer and the Merger).
(d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be deemed to require Parent, the Company or the Surviving Corporation to (i) agree to an Adverse Regulatory Condition, or (ii) litigate against or otherwise contest any suit, litigation or other similar legal proceeding relating to this Agreement or any of the transactions contemplated hereby (including the Offer and the Merger).
(e) The Company shall use all reasonable efforts to obtain all necessary consents, waivers and approvals of any parties to any Material Contracts set forth on Part 5.5(e) of the Company Disclosure Schedule. All such consents, waivers and approvals shall be in a form and substance reasonably acceptable to Parent. In the event that the other parties to any such Material Contract, including any lessor or licensor of any Real Property Leases, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise required in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Material Contract or the provision of additional security (including a guaranty), the Company shall not make or commit to make any such payment or provide any such consideration without Parent’s prior written consent.
(f) The Company shall use all reasonable efforts to take the actions set forth on Part 5.5(f) of the Company Disclosure Schedule.
Appears in 1 contract
Filings; Other Action. (a) Subject to the terms and conditions herein provided, Parent and ASARCO shall (i) promptly make all filings necessary in connection with their respective Required Statutory Approvals and (ii) use reasonable best efforts to cooperate with one another in (y) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or other governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby and (z) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including such party's Required Third Party Consents. The Company parties shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP one another in connection with the making of all such filings, including providing copies of all such documents to the non -filing or non-submitting party and its Initial Public Offering and offering advisors prior to filing or otherwise submitting.
(i) Without limiting the generality of the shares undertakings of APP Common Stock Parent and ASARCO pursuant to Section 5.6(a), Parent agrees to obtain the expiration or termination of the applicable waiting periods under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") (which approval has already been obtained), and applicable foreign Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or limitation of competition (collectively, "Antitrust Laws"), which obligation shall be unconditional and shall be not be qualified by best efforts (regardless of whether fulfillment of such obligation would have a Material Adverse Effect on Parent or ASARCO). The existence of the conditions set forth in Sections 6.1(a) shall not limit or diminish Parent's obligations pursuant to the Target Interest Holders foregoing sentence or relieve Parent of any liability or damages that may result from its breach of its obligations under this Section 5.6(b)(i) (nor limit the obligations of ASARCO pursuant to the following sentence or relieve ASARCO of any liability or damages that may result from its breach of obligations under this Section 5.6(b)(i)). In connection with the foregoing, ASARCO will cooperate with and assist Parent, and, with respect to matters that are within its power or control will use its reasonable best efforts to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Antitrust Laws to consummate the transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party that are necessary, proper or advisable to consummate the ASARCO Merger and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement. The Company shall cooperate At Parent's request, ASARCO will commit to and implement any divestiture, hold separate or similar transaction or action with APP in the preparation respect to any asset or business of ASARCO, which commitment and implementation may, at ASARCO's option, be conditioned upon and effective as of the Registration Statements Effective Time. Subject to applicable Laws relating to the exchange of information, the Parent and ASARCO shall furnish all information concerning have the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled right to review the Registration Statements in advance, and each of the amendments thereto, if any, prior to the time extent practicable each becomes effective under will consult with the Securities Act. The Company shall have no responsibility for other on, all the information contained relating to their respective Subsidiaries, that appears in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish any filing made with, or otherwise affect the representationswritten materials submitted to, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP any third party and/or any Governmental Entity in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the ASARCO Merger and the other transactions contemplated by this Agreement.
(ii) In furtherance and not in limitation of the foregoing, and to the extent that any such action has not heretofore been taken or completed, each of Parent and ASARCO agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) complete the review process under the HSR Act to permit the consummation of the ASARCO Merger including, but not limited to, causing the expiration of termination of the applicable waiting periods under the HSR Act as soon as practicable.
Appears in 1 contract
Samples: Merger Agreement (Asarco Inc)
Filings; Other Action. (a) The Company shall Subject to the terms and conditions herein provided, each of the Company, Parent and Purchaser shall: (i) use reasonable best efforts to cooperate with APP one another in (A) determining which filings are required or advisable to promptly prepare be made prior to the Effective Time with, and file with which consents, approvals, permits or authorizations are required or advisable to be obtained prior to the SEC the Registration Statements on Form S-1 and Form S-4 (Effective Time from, Governmental Authorities or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement, and any other Ancillary Documents to which it is a party and the consummation of the shares of APP Common Stock transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers; and (ii) use reasonable best efforts to the Target Interest Holders pursuant take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement and the Other Agreements (including Ancillary Documents to which it is a party. If, at any time after the prospectus constituting parts thereofEffective Time, the "Registration Statements"). APP shall obtain all any further action is necessary state securities law or "Blue Sky" permits and approvals required desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the Surviving Corporation shall take all such necessary action.
(b) In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, if required, appropriate filings under any Non-U.S. Anti-Trust Law, and appropriate filings under any other Regulatory Law (as hereinafter defined) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, any Non-U.S. Anti-Trust Law, and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, if required, to obtain the receipt of any approvals required pursuant to any Non-U.S. Anti-Trust Law, and to cause the expiration or termination of the applicable waiting periods under any other Regulatory Law as soon as practicable. Nothing in this Agreement shall require any of Parent and its Subsidiaries or the Company and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any material assets of Parent, the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any such approval from a Governmental Authority or any other Person or for any other reason ("Regulatory Restrictions").
(c) Each of Parent and the Company shall, in connection with the efforts referenced in Section 6.4(a), obtain all requisite material approvals and authorizations for the transactions contemplated by this Agreement. The Company shall Agreement under the HSR Act, any Non-U.S. Anti-Trust Law, or any other Regulatory Law, use commercially reasonable efforts to (i) cooperate in all respects with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested each other in connection with any such action filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Companyprivate party, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the DOJ, the Federal Trade Commission (the "FTC") or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the case transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of APPany meeting or conference with, willthe DOJ, at the time FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the Registration Statements extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and each amendment participate in such meetings and supplement theretoconferences. For purposes of this Agreement, "Regulatory Law" means, if applicable, the Xxxxxxx Act, the Federal Trade Commission Act, and all other federal, state and foreign, if any, becomes effective under the Securities ActApplicable Laws that are designed or intended to prohibit, none of them contain any untrue statement of a material fact restrict or omit to state any material fact required to be stated therein regulate antitrust violations or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreementanti-competitive activities.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Simula Inc)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company and Parent shall: (ai) The Company shall promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (ii) cooperate and consult with APP one another in (A) determining which Regulatory Filings are required or, in the case of Other Antitrust Filings, permitted to promptly prepare be made prior to the Effective Time with, and file with which consents, approvals, Permits, authorizations or waivers (collectively, "Consents") are required or, in the SEC case of Other Antitrust Consents, permitted to be obtained prior to the Registration Statements on Form S-1 and Form S-4 (Closing Date from Governmental Entities or other appropriate Forms) to be filed by APP Persons in connection with its Initial Public Offering the execution and offering delivery of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, (I) all such Regulatory Filings and Consents as relate to Foreign Antitrust Laws (the "Other Agreements (including Antitrust Filings" and the prospectus constituting parts thereof"Other Antitrust Consents," respectively; collectively, the "Registration StatementsOther Antitrust Filings and Consents"). APP shall ) and (II) all Consents required to transfer to the Company any Permits or registrations held on behalf of the Company or any of its Subsidiaries by or in the name of distributors, brokers or sales agents; (B) preparing all Regulatory Filings and all other filings, submissions and presentations required or prudent to obtain all necessary state securities law Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or "Blue Sky" permits submission dates; and approvals required (C) timely making all such Regulatory Filings and timely seeking all such Consents (it being understood that the parties will make or seek to carry out obtain all Other Antitrust Filings and Consents, whether mandatory or voluntary); and (iii) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. The Each of Parent and the Company shall cooperate with APP in the preparation of the Registration Statements use its reasonable best efforts to contest any proceeding seeking a preliminary injunction or other legal impediment to, and shall furnish all information concerning the Company and NewCo to resolve any objections as may be reasonably requested in connection asserted by any Governmental Entity with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in respect to the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective Merger under the Securities Act, none of them contain any untrue statement of a material fact HSR Act or omit to state any material fact required to be stated therein or necessary to make Foreign Antitrust Laws; provided that the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements foregoing shall not diminish require Parent to take any action that could directly or otherwise affect indirectly (A) impose limitations on the representations, covenants and warranties ability of APP contained in this Agreement.
Parent (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries affiliates or Subsidiaries) effectively to acquire, operate or hold, or require Parent or the Company or any governmental entity of their respective affiliates or Subsidiaries to dispose of or hold separate, any portion of their respective assets or business that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, (B) restrict any future business activity by Parent, the Company or any of their affiliates or Subsidiaries that (I) is either material to the business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect, including, without limitation, requiring the prior consent of any Governmental Entity to future transactions by Parent, the Company or any of their affiliates or Subsidiaries, or (C) otherwise adversely affect Parent, the Company or any of their respective affiliates or Subsidiaries in connection with a manner that (I) is either material to the Merger business of Parent and its Subsidiaries or material to the business of the Company and its Subsidiaries, or (II) is reasonably likely to have a Material Adverse Effect. If, at any time after the Closing Date, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the other transactions contemplated by this AgreementCompany shall take all such necessary action.
Appears in 1 contract
Filings; Other Action. (a) The a. Vision 21, the Company and the Physician shall cooperate with APP to promptly prepare and file at Vision 21's expense with the SEC the SEC, a Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate Formsform) to be filed by APP Vision 21 in connection with its any Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements Vision 21 (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Vision 21 shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Physician shall furnish all information concerning the Company Company, the Nonmedical Assets and NewCo the Physician as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case b. Each of the Company, the Physician and Vision 21 represents and warrants that none of the written information or documents supplied or to be supplied by it specifically for inclusion in the a Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement theretothereof, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Physician, and Vision 21 shall agree as to the information and documents supplied by the Company and the Physician for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered at least ten (10) days prior to the initial filing of the Registration Statement with the SEC. The Company and the Physician shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) c. The Physician and the Company shall, upon request, furnish APP Vision 21 with all information concerning himself, itself, its their respective partners, the Company's subsidiaries, directors, officers, partnersand stockholders, Stockholders and NewCoincluding financial statements with respect to the same, any consents (and information necessary to obtain such consents) and such other matters as may be reasonably requested by APP Vision 21 in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its the Company's subsidiaries to any governmental entity in connection with the Merger Transaction, any Initial Public Offering and the other transactions contemplated by this Agreement.
Appears in 1 contract
Filings; Other Action. (a) The Each Company shall cooperate with APP and APP Sub to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Each Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the each Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company Each Company, APP and APP Sub and each separately represent and warrant that (i) in the case of the each Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APPAPP or APP Sub, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Each Company shall have no responsibility for information contained in the Registration Statements except for information provided by the each Company specifically for inclusion therein. The Each Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP and APP Sub contained in this Agreement.
(c) The Each Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Filings; Other Action. Subject to the terms and conditions herein provided, New Plan, Excel and Sub shall: (a) The Company shall to the extent required, promptly make their respective filings with respect to the Merger; (b) use all reasonable efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with its Initial Public Offering the execution and offering delivery of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements consummation of the transactions contemplated hereby and (including ii) timely making all such filings and timely seek all such consents, approvals, permits or authorizations; (c) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to New Plan and Excel necessary to effectuate the prospectus constituting parts thereofMerger; and (d) use all reasonable efforts to take, the "Registration Statements"). APP shall obtain or cause to be taken, all necessary state securities law other action and do, or "Blue Sky" permits cause to be done, all other things necessary, proper or appropriate to consummate and approvals required to carry out make effective the transactions contemplated by this Agreement. The Company If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Excel and Sub, and New Plan shall cooperate with APP in take all such necessary action. If any "fair price" or "control share acquisition" statute or similar statute or regulation shall become applicable to the preparation transactions contemplated hereby, New Plan, Excel and Sub and their respective Boards of Trustees or Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the Registration Statements transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall furnish all information concerning otherwise use their reasonable best efforts to minimize or eliminate the Company and NewCo as may be reasonably requested in connection with effects of any such action in a timely manner.
(b) The Company statute or regulation on the transactions contemplated hereby. Excel and APP New Plan shall promptly advise each other of and each separately represent confer and warrant that (i) in the case of the Company, none of the written information or documents supplied or consult with respect to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior communications from governmental agencies with respect to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of New Plan and Excel shall use its reasonable efforts to cause to be delivered by its accountants the "comfort letters" referred to in Sections 7.4, 8.2 and 8.3.
Appears in 1 contract
Filings; Other Action. Subject to the terms and conditions of this Agreement, the Company, Parent and Purchaser shall: (a) The Company shall use their reasonable best efforts to cooperate with APP one another in (i) determining which filings other than under the Exchange Act are required to promptly prepare be made prior to the Effective Time with, and file with which consents, approvals, permits or authorizations are required to be obtained prior to the SEC Effective Time from, Governmental Entities (including all filings and submissions under the Registration Statements on Form S-1 and Form S-4 (HSR Act) or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares transactions contemplated hereby and (ii) timely making all filings under the Exchange Act and all such other filings and timely seeking all required consents, approvals, permits, authorizations and waivers; and (b) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to obtain all required consents, approvals, permits, authorizations and waivers to consummate and make effective the transactions contemplated by this Agreement; provided, however, that any action taken by the Company or the Board of APP Common Stock Directors expressly permitted under Section 6.1 hereof shall be deemed not to constitute a breach by the Company of this Section 6.5; and provided, further, that Parent agrees to guarantee the obligations of the Company pursuant to the Target Interest Holders pursuant agreements identified in Section 4.5 of the Company Disclosure Schedule if required in order to obtain consent to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereofAgreement; provided, the "Registration Statements"). APP further, that in no event shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party Parent or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any governmental entity material assets (tangible or intangible) or any material business interests in connection with or as a condition to receiving the Merger consent or approval of any Governmental Entity (including, without limitation, under the HSR Act). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the other transactions contemplated by this AgreementSurviving Corporation shall take all such necessary action.
Appears in 1 contract
Samples: Merger Agreement (Bioreliance Corp)
Filings; Other Action. (a) The Subject to the terms and conditions herein provided, the Company shall cooperate and Buyer shall: (a) promptly make their respective filings and thereafter make any other required submissions under any Regulatory Filings with APP respect to the Merger; and (b) use their best efforts to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (take, or other appropriate Forms) cause to be filed by APP in connection with its Initial Public Offering taken, all other action and offering of the shares of APP Common Stock do, or cause to the Target Interest Holders pursuant be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely mannersoon as practicable.
(b) The Company and APP and each separately represent and warrant that (i) in the case of Unless an exemption shall be expressly applicable to the Company, none or unless Buyer agree otherwise in writing, the Company will file with the SEC all reports required to be filed by it pursuant to the rules and regulations of the written SEC. Such reports and other information or documents supplied or to be supplied by it specifically for inclusion shall comply in all material respects with all of the Registration Statementsrequirements of the SEC rules and regulations and, by exhibit or otherwise and (ii) in the case of APPwhen filed, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Buyer and its counsel, shall be entitled given an opportunity to review the Registration Statements and each of the amendments thereto, if any, such filings prior to their being filed with the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this AgreementSEC.
(c) The Prior to Closing, the Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with agrees to deliver to Buyer the preparation financial statements of the Registration Statements and each Company which are required to be filed by Buyer pursuant to Item 3-05 of Regulation S-X promulgated under the Exchange Act. Such financial statements shall be accompanied by an unqualified opinion of the amendments or supplements theretoCompany's auditors, or any other statement, filing, notice or application made by or on behalf together with a consent of each such party or any auditors complying in with Rule 436 under the Securities Act of its subsidiaries 1933 permitting Buyer to any governmental entity in connection file such opinion with Buyer's Form 8-K under the Merger and the other transactions contemplated by this AgreementExchange Act.
Appears in 1 contract
Samples: Merger Agreement (Owosso Corp)
Filings; Other Action. Subject to the terms and conditions of this Agreement, the Company, Parent and Purchaser shall: (a) The Company shall use their reasonable best efforts to cooperate with APP one another in (i) determining which filings other than under the Exchange Act are required to promptly prepare be made prior to the Effective Time with, and file with which consents, approvals, permits or authorizations are required to be obtained prior to the SEC Effective Time from, Governmental Entities (including all filings and submissions under the Registration Statements on Form S-1 and Form S-4 (HSR Act) or other appropriate Forms) to be filed by APP third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares transactions contemplated hereby and (ii) timely making all filings under the Exchange Act and Table of APP Common Stock Contents all such other filings and timely seeking all required consents, approvals, permits, authorizations and waivers; and (b) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to obtain all required consents, approvals, permits, authorizations and waivers to consummate and make effective the transactions contemplated by this Agreement; provided, however, that any action taken by the Company or the Board of Directors expressly permitted under Section 6.1 hereof shall be deemed not to constitute a breach by the Company of this Section 6.5; and provided, further, that Parent agrees to guarantee the obligations of the Company pursuant to the Target Interest Holders pursuant agreements identified in Section 4.5 of the Company Disclosure Schedule if required in order to obtain consent to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereofAgreement; provided, the "Registration Statements"). APP further, that in no event shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party Parent or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any governmental entity material assets (tangible or intangible) or any material business interests in connection with or as a condition to receiving the Merger consent or approval of any Governmental Entity (including, without limitation, under the HSR Act). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent and the other transactions contemplated by this AgreementSurviving Corporation shall take all such necessary action.
Appears in 1 contract
Samples: Merger Agreement (Invitrogen Corp)
Filings; Other Action. (a) The 8.1.1 Acquiror, the Company and the Stockholders shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate FormsForm) to be filed by APP Acquiror in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Acquiror shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Stockholders shall furnish all information concerning the Company and NewCo the Stockholders as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case 8.1.2 None of the Company, none of the written information or documents supplied or to be supplied by it each of the Company, the Stockholders and Acquiror specifically for inclusion in the Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment 33 41 and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Stockholders and Acquiror shall agree as to the information and documents supplied by the Company and the Stockholders for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered at Closing (the "Information Letter"). The Company and the Stockholders shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) 8.1.3 The Stockholders and the Company shall, upon request, furnish APP Acquiror with all information concerning itselfthe Company, its subsidiaries, directors, officers, partners, partners and Stockholders and NewCo, and such other matters as may be reasonably requested by APP Acquiror in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger Merger, and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Universal Document MGMT Systems Inc)
Filings; Other Action. (a) The a. Vision 21, the Company and the Optometrist shall cooperate with APP to promptly prepare and file at Vision 21's expense with the SEC the SEC, a Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate Formsform) to be filed by APP Vision 21 in connection with its any Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements Vision 21 (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Vision 21 shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The , and the Company shall cooperate with APP in and the preparation of the Registration Statements and Optometrist shall furnish all information concerning the Company Company, the Non-optometric Assets and NewCo the Optometrist as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case b. Each of the Company, the Optometrist and Vision 21 represents and warrants that none of the written information or documents supplied or to be supplied by it specifically for inclusion in the a Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement theretothereof, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the Optometrist, and Vision 21 shall agree as to the information and documents supplied by the Company shall be entitled to review and the Optometrist for inclusion in the Registration Statements Statement and each of the amendments thereto, if any, shall indicate such information and documents in a letter to be delivered at least ten (10) days prior to the time each becomes effective under initial filing of the Securities ActRegistration Statement with the SEC. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.Optometrist shall be
Appears in 1 contract
Filings; Other Action. (a) The Company shall cooperate with APP Each of the Company, Parent and Merger Sub shall: (i) use reasonable best efforts to promptly prepare make and file with the SEC the Registration Statements on Form S-1 effect all registrations, filings and Form S-4 (or other appropriate Forms) submissions required to be made or effected by it or otherwise advisable pursuant to the HSR Act (provided that the pre-merger notification under the HSR Act shall be filed by APP no later than the date that is ten (10) Business Days after the date of this Agreement), other applicable Antitrust Laws, the Exchange Act and other applicable Laws, with respect to the Merger; (ii) use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with its Initial Public Offering the Transactions; and offering (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions; provided, however, that in no event shall the Company be required to pay, prior to the Effective Time, any fee, penalty or other consideration to any Person for any consent or approval required for the consummation of any of the shares Transactions.
(b) Without limiting the generality of APP Common Stock Section 5.4(a), each of Parent and the Company (i) shall promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other Transactions and (ii) shall use its reasonable best efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain and secure the expiration or termination of any applicable waiting periods under the HSR Act or other applicable Antitrust Laws and obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the Transactions; provided that in no event shall Parent be required to take any of the following actions, and “reasonable best efforts” will in no event require, or be construed to require, Parent or any of its Affiliates to take any of the following actions: (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise the sale, divesture, license, hold separate or other disposition of any asset or business of Parent, Merger Sub or any of their Affiliates or, contemporaneously with or subsequent to the Target Interest Holders pursuant Effective Time, of any asset or business of the Company or its Subsidiaries; (B) permitting the Acquired Companies to sell, divest, license, hold separate or otherwise dispose any of its or their assets or businesses prior to the transactions contemplated by this Agreement Effective Time; (C) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent, Merger Sub, the Company or their respective Subsidiaries; (D) any other behavioral undertakings and commitments whatsoever, including creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements of Parent, Merger Sub, the Other Agreements Company or their respective Subsidiaries; (E) to enter, or offer to enter, into any settlement, undertaking, consent decree, stipulation or agreement, or stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Entity in connection with the Transactions (including whether providing for any of the prospectus constituting parts thereofforegoing actions described in clauses (A) through (D)); (F) initiating, litigating, challenging, defending or otherwise participating or taking any action with respect to any Legal Proceeding by, against or involving any Third Party or Governmental Entity with respect to the Transactions; or (G) otherwise taking any other steps or actions to defend against, vacate, modify or suspend any Order of any Governmental Entity, including any Order related to a private cause of action that would prevent the consummation of the Transactions. At the request of Parent, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall agree to, subject to and contingent upon the consummation of the Closing, divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of any Acquired Company (but, absent such request, the Company shall not take any such action).
(c) Without limiting the generality of anything contained in Section 5.4(a) or Section 5.4(b), subject to applicable Laws, each party hereto shall: (i) give the other parties prompt written notice of the making or commencement of any request, inquiry, investigation or Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other Transactions; (ii) keep the other parties informed as to the status of any such request, inquiry, investigation or Legal Proceeding; and (iii) promptly inform the other parties of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Entity regarding the Merger. Each party hereto will consult and cooperate with APP the other parties and will consider in good faith the preparation of views of, and reflect such reasonable comments from, the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itselfinquiry, its subsidiariesinvestigation or Legal Proceeding. In addition, directors, officers, partners, Stockholders and NewCo, and such other matters except as may be reasonably requested prohibited by APP any Governmental Entity or by any Law, in connection with the preparation any such request, inquiry, investigation or Legal Proceeding, each party hereto will permit authorized representatives of the Registration Statements other parties to be present at each meeting or conference relating to such request, inquiry, investigation or Legal Proceeding and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity have access to and be consulted in connection with the Merger and the other transactions contemplated by this Agreementany document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation or Legal Proceeding.
Appears in 1 contract
Samples: Merger Agreement (Leaf Group Ltd.)
Filings; Other Action. (a) The Company shall Subject to the terms and conditions herein provided, VPT and Buyer shall: (i) to the extent required, promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (ii) use all reasonable best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsx) determining which filings are required to be filed by APP made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and any third parties in connection with its Initial Public Offering the execution and offering delivery of this Agreement, the shares consummation of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and (y) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (iii) use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Other Agreements Merger, such consents to be in reasonably satisfactory form to VPT and Buyer; and (including the prospectus constituting parts thereofiv) use all reasonable best efforts to take, the "Registration Statements"). APP shall obtain or cause to be taken, all necessary state securities law other actions and do, or "Blue Sky" permits cause to be done, all other things necessary, proper or appropriate to consummate and approvals required to carry out make effective the transactions contemplated by this Agreement. The Company If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers, directors and trustees of Buyer and VPT shall cooperate with APP in the preparation of the Registration Statements and shall furnish take all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely mannernecessary action.
(b) The Company and APP and each separately represent and warrant that As promptly as practicable following the date hereof (i) VPT (and, if required by applicable SEC regulations, the Buyer) shall prepare and file with the SEC under the Exchange Act, all filings required to be made thereunder including a proxy statement and form of proxy (such proxy statement, together with any amendments or supplements thereto, the "Proxy Statement") relating to the shareholder meeting of VPT and the vote of the shareholders of VPT with respect to this Agreement, and (ii) following clearance by the SEC of the Proxy Statement, VPT and Buyer shall prepare and file with the SEC under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments or supplements thereto, the "Form S-4"), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Buyer Common Stock to be distributed to the stockholders of VPT in the case Merger (the securities referred to in the foregoing clause being referred to herein collectively as the "Registered Securities"). Buyer will cause the Form S-4 (and, if it is required by applicable SEC regulations to include information therein, the Proxy Statement) to comply as to form in all material respects with the applicable provisions of the CompanySecurities Act, none the Exchange Act and the rules and regulations thereunder, and VPT will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the written Exchange Act and the rules and regulations thereunder. Each of Buyer, on the one hand, and VPT, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement and the Form S-4. Buyer shall use its reasonable best efforts, and VPT will cooperate with Buyer, to have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the Proxy Statement with the SEC). Each of VPT and Buyer agrees promptly to correct any information provided by it for use in the Proxy Statement and the Form S-4 if and to the extent that such information shall have become false or documents supplied misleading in any material respect, and each of the parties hereto further agrees to take all steps necessary to amend or supplement the Proxy Statement and the Form S-4, and to cause the Proxy Statement and the Form S-4, as so amended or supplemented to be supplied filed with the SEC and to be disseminated to their respective stockholders, in each case as and to the extent required by applicable federal and state securities laws. Each of VPT and Buyer agrees that the information provided by it specifically for inclusion in the Registration Statements, by exhibit Proxy Statement or otherwise the Form S-4 and (ii) in the case of APP, willeach amendment or supplement thereto, at the time of mailing thereof and at the Registration Statements time of the respective meetings of stockholders of VPT and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any Buyer will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled Buyer will advise VPT, and deliver copies (if any) to review VPT, promptly after either receives notice thereof, of any request by the Registration Statements and each SEC for amendment of the amendments theretoProxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, if any, prior to or notice of the time each becomes when the Form S-4 has become effective under or any supplement or amendment has been filed, the Securities Act. The Company shall have no responsibility for information contained in issuance of any stop order, the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review suspension of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation qualification of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity Registered Securities issuable in connection with the Merger or for offering or sale in any jurisdiction. VPT shall use its best efforts to timely mail the Proxy Statement to its stockholders. It shall be a condition to the mailing of the Proxy Statement that (i) Buyer shall have received "comfort" letters from Coopers & Lybrand LLP, independent pxxxxx accountants for VPT, of the kind contemplated by the Statement of Auditing Standards with respect to Letters to Underwriters promulgated by the American Institute of Certified Public Accountants (the "AICPA Statement"), dated as of the date on which the Form S-4 shall become effective (and Buyer shall also receive such a letter as of the Effective Time), each addressed to Buyer, in form reasonably satisfactory to Buyer, concerning the procedures undertaken by Coopers & Lybrand LLP with respect to xxx xxnancial statements and information of VPT and the VPT Subsidiaries contained in the Form S-4 and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement and (ii) VPT shall have received a "comfort" letter from Ernst & Young LLP, independent public accountants for Buyer, of the kind contemplated by the AICPA Statement, dated as of the date on which the Form S-4 shall become effective (and VPT shall also receive such a letter as of the Effective Time), each addressed to VPT, in form reasonably satisfactory to VPT, concerning the procedures undertaken by Ernst & Young LLP with respect to the financial statements and information of Buyer and its Subsidiaries contained in the Form S-4 and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement.
Appears in 1 contract
Filings; Other Action. (a) Subject to the terms and conditions herein provided, Parent and ASARCO shall (i) promptly make all filings necessary in connection with their 41 50 respective Required Statutory Approvals and (ii) use reasonable best efforts to cooperate with one another in (y) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third party or other governmental or regulatory bodies or authorities of federal, state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby and (z) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including such party's Required Third Party Consents. The Company parties shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP one another in connection with the making of all such filings, including providing copies of all such documents to the non-filing or non-submitting party and its Initial Public Offering and offering advisors prior to filing or otherwise submitting.
(i) Without limiting the generality of the shares undertakings of APP Common Stock Parent and ASARCO pursuant to Section 5.6(a), Parent agrees to obtain the expiration or termination of the applicable waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") (which approval has already been obtained), and applicable foreign Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or limitation of competition (collectively, "Antitrust Laws"), which obligation shall be unconditional and shall be not be qualified by best efforts (regardless of whether fulfillment of such obligation would have a Material Adverse Effect on Parent or ASARCO). The existence of the conditions set forth in Sections 6.1(a) shall not limit or diminish Parent's obligations pursuant to the Target Interest Holders foregoing sentence or relieve Parent of any liability or damages that may result from its breach of its obligations under this Section 5.6(b)(i) (nor limit the obligations of ASARCO pursuant to the following sentence or relieve ASARCO of any liability or damages that may result from its breach of obligations under this Section 5.6(b)(i)). In connection with the foregoing, ASARCO will cooperate with and assist Parent, and, with respect to matters that are within its power or control will use its reasonable best efforts to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Antitrust Laws to consummate the transactions contemplated by this Agreement as soon as practicable, including, without limitation, preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party that are necessary, proper or advisable to consummate the ASARCO Merger and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the other transactions contemplated by this Agreement. The Company shall cooperate At Parent's request, ASARCO will commit to and implement any divestiture, hold separate or similar transaction or action 42 51 with APP in the preparation respect to any asset or business of ASARCO, which commitment and implementation may, at ASARCO's option, be conditioned upon and effective as of the Registration Statements Effective Time. Subject to applicable Laws relating to the exchange of information, the Parent and ASARCO shall furnish all information concerning have the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled right to review the Registration Statements in advance, and each of the amendments thereto, if any, prior to the time extent practicable each becomes effective under will consult with the Securities Act. The Company shall have no responsibility for other on, all the information contained relating to their respective Subsidiaries, that appears in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish any filing made with, or otherwise affect the representationswritten materials submitted to, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP any third party and/or any Governmental Entity in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the ASARCO Merger and the other transactions contemplated by this Agreement.
(ii) In furtherance and not in limitation of the foregoing, and to the extent that any such action has not heretofore been taken or completed, each of Parent and ASARCO agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) complete the review process under the HSR Act to permit the consummation of the ASARCO Merger including, but not limited to, causing the expiration of termination of the applicable waiting periods under the HSR Act as soon as practicable.
Appears in 1 contract
Samples: Merger Agreement (Phelps Dodge Corp)
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock Subject to the Target Interest Holders pursuant to the transactions contemplated by this Agreement terms and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by conditions set forth in this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company parties hereto shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
use all reasonable efforts (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCosubject to, and such other matters as may in accordance with, applicable Law) to take promptly, or cause to be reasonably requested by APP in connection taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the preparation of the Registration Statements other parties in doing, all things necessary, proper or advisable under applicable Laws and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries regulations to any governmental entity in connection with consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement.
(b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly but in no event later than fifteen (15) days after the date hereof make their respective filings and thereafter make any other required submissions under the HSR Act, (ii) promptly (but in no event later than fifteen (15) days after the date hereof) file applications (the “FCC Applications”) required to be filed with the FCC to effect the transfer of control of the Licenses (the “FCC Consents”) and respond as promptly as practicable to any additional requests for information received from the FCC by any party to an FCC Application, (iii) use all reasonable efforts to cure not later than the Effective Time any violations or defaults under any FCC Rules, (iv) use all reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any third parties or other Governmental Entities (including any foreign jurisdiction in which the Company’s Subsidiaries are operating any business) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (v) use all reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including, taking all such further action as reasonably may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under relevant antitrust or competition laws with respect to the transactions contemplated hereby; and (vi) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions.
(c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.9, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), each of the Company and Parent shall cooperate in all respects with each other and use all reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.9 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.9.
(d) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of the Company and Parent shall use all reasonable efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated hereby. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, in no event shall Parent be required to, or the Company be permitted to, agree to any divestiture of any businesses, assets or product lines of the Company, Parent or any of their respective Subsidiaries in order to enable any approval under any Regulatory Law that is
Appears in 1 contract
Samples: Merger Agreement (Alltel Corp)
Filings; Other Action. (a) The Company a. Vision 21, the Company, New P.C. and the Shareholder shall cooperate with APP to promptly prepare and file at Vision 21's expense with the SEC the SEC, a Registration Statements Statement on Form S-1 and Form S-4 (or other appropriate Formsform) to be filed by APP Vision 21 in connection with its any Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements Vision 21 (including the prospectus constituting parts a part thereof, the "Registration StatementsStatement"). APP Vision 21 shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in , and the preparation of Company, New P.C. and the Registration Statements and Shareholder shall furnish all information concerning the Company Company, New P.C. and NewCo the Shareholder as may be reasonably requested in connection with any such action in a timely manneraction.
(b) The Company and APP and each separately represent and warrant that (i) in the case b. Each of the Company, New P.C., the Shareholder and Vision 21 represents and warrants that none of the written information or documents supplied or to be supplied by it specifically for inclusion in the a Registration StatementsStatement, by exhibit or otherwise and (ii) in the case of APPotherwise, will, at the time the Registration Statements Statement and each amendment and supplement theretothereof, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Company, New P.C., the Shareholder, and Vision 21 shall agree as to the information and documents supplied by the Company, New P.C. and the Shareholder for inclusion in the Registration Statement and shall indicate such information and documents in a letter to be delivered at least ten (10) days prior to the initial filing of the Registration Statement with the SEC. The Company, New P.C. and the Shareholder shall be entitled to review the Registration Statements Statement and each of the amendments amendment thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) c. The Shareholder, New P.C. and the Company shall, upon request, furnish APP Vision 21 with all information concerning himself, itself, its their respective partners, the Company's or New P.C.'s respective subsidiaries, directors, officers, partnersand stockholders, Stockholders and NewCoincluding financial statements with respect to the same, any consents (and information necessary to obtain such consents) and such other matters as may be reasonably requested by APP Vision 21 in connection with the preparation of the Registration Statements Statement and each of the amendments amendment or supplements supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its the Company's or New P.C.'s respective subsidiaries to any governmental entity in connection with the Merger Transaction, any Initial Public Offering and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)
Filings; Other Action. (a) The Company, the Contributor and PCX Equities covenant and agree to cooperate with each other and use their respective best efforts to submit to the Commission revised market rules of PCX Equities relating to the Archipelago Exchange Business and the Company or a subsidiary of the Company serving as a facility thereof in a form consistent with the Market Structure and otherwise in a form mutually agreed by the parties hereto (the “Revised Market Rules”). Each of the Contributor, PCX Equities and the Company shall cooperate promptly take, or cause to be taken, all action and do, or cause to be done, all things necessary, proper or advisable and otherwise use its best efforts to obtain the Commission’s approval of the Revised Market Rules, to cause such Revised Market Rules to take effect (the Revised Market Rules, in the form approved by the Commission together with APP any amendments made following their initial submission to promptly prepare the Commission, are referred to herein as the “Final Market Rules”), to complete the Pending Undertakings and file Responses by the applicable completion dates listed in Section 3.13 of the Contributor Disclosure Letter, and to make and obtain any other authorizations, consents, approvals, orders, permits, notices, reports, filings, registrations, qualifications, exemptions of, with the SEC the Registration Statements on Form S-1 and Form S-4 (or from, or other appropriate Forms) actions required to be filed made by APP the Contributor, PCX Equities, the Company or any of their respective subsidiaries, or obtained by the Contributor, PCX Equities, the Company or any of their respective subsidiaries from, any Governmental Authority or any third party in connection with its Initial Public Offering and offering of the shares of APP Common Stock order to the Target Interest Holders pursuant to lawfully consummate the transactions contemplated by this Agreement and the Other Transaction-Related Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning permit the Company or one of its subsidiaries to operate the Archipelago Exchange (the “Other Necessary Approvals and NewCo as may be reasonably requested in connection with Consents”); provided, however, that the Contributor shall not submit to the Commission the Revised Market Rules or make any changes thereafter to the form of such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in Revised Market Rules submitted to the case Commission for approval without the mutual agreement of the Company, none of the written information Contributor and PCX Equities, except for any such Revised Market Rules or documents supplied changes (i) required, directed or to be supplied requested by it specifically for inclusion in the Registration Statements, by exhibit Commission or otherwise and (ii) in to the case of APPextent that they relate to the Contributor’s ability to monitor, willsurveil, at investigate or regulate the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective marketplace consistent with its obligations under the Securities ActExchange Act or to bring disciplinary or enforcement actions against any ETP Holders, none of them contain Equity ASAP Holders, members or specialists, including, without limitation, with respect to any untrue statement of a material fact violations by such ETP Holders, Equity ASAP Holders, members or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light specialists of the circumstances under Exchange Act or any other applicable law or regulation or to conduct periodic examinations of each broker-dealer for which they were madethe Contributor is the Designated Examining Authority, not misleadingmonitor each such broker-dealer’s adherence to all applicable rules and regulations of the Commission and the Contributor and act as the Contributor collection agent for the Securities Investor Protection Corporation (“SIPC”) and monitor each such broker-dealer’s compliance with SIPC requirements (the “PCX Regulatory Functions”). The Company Contributor shall be entitled promptly submit for the approval of its Board of Governors in accordance with its customary practices, or sooner if necessary, any proposed changes to review the Registration Statements and each form of Revised Market Rules submitted to the Commission for approval proffered by the Company, which such Board of Governors shall consider in good faith with due regard to Section 4.15 of the amendments theretoFacility Services Agreement and in respect of which the Board shall not unreasonably withhold its approval. Following receipt of such approval, if any, prior the Contributor and PCX Equities shall submit such changes to the time each becomes effective under the Securities ActCommission for approval as promptly as practicable. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by Contributor and the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company each shall, upon requestrequest by the other, furnish APP the other with all true and accurate information concerning itself, its subsidiaries, governors, managers, directors, officers, partners, Stockholders members and NewCo, stockholders and such other matters as may be reasonably requested by APP required in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of the Contributor, PCX Equities, the Company or any of their respective subsidiaries in connection with obtaining the approval of the Revised Market Rules by the Commission described in the second sentence of this Section 5.1(a) and all Other Necessary Approvals and Consents, provided that neither the Contributor nor the Company shall be required to furnish any information to the other in violation of any applicable Law. The Company shall have the right to review in advance, and the Contributor will consult the Company on, all the information relating to the Company and any of its subsidiaries or affiliates that appear in any filing made with, or written materials submitted to, the Commission or any other Governmental Authority in connection therewith. The Company shall have the right to review and comment upon in advance any material written statement, filing, notice, application or other submission made by or on behalf of the Contributor, PCX Equities or any of their respective subsidiaries in connection with obtaining the approval of the Revised Market Rules by the Commission or obtaining the Other Necessary Approvals and Consents. No such material written statement, filing, notice, application or submission shall be made without the mutual agreement of the Company, the Contributor and PCX Equities, except (i) to the extent of any amendment, modification, repeal or addition to the Revised Market Rules or any other rule applicable to the Archipelago Exchange that the Commission has required, directed or requested the Contributor specifically to make or (ii) for those made in connection with obtaining the approval of any Revised Market Rules to the extent that it relates to any of the PCX Regulatory Functions. In exercising the foregoing right, each such party of the Contributor, PCX Equities and the Company shall act reasonably, in good faith and as promptly as practicable.
(b) The Contributor shall regularly and promptly keep the Company apprised of all matters related to the Revised Market Rules, including, without limitation, obtaining the approval of the Revised Market Rules by the Commission and the Other Necessary Approvals and Consents, including, without limitation, promptly furnishing the Company with copies of notices or other communications and promptly informing the Company of all material oral communications received by the Contributor, PCX Equities or any of their respective subsidiaries, as the case may be, from any Governmental Authority with respect thereto.
(c) The Contributor shall have the right to review in advance, and the Company will consult the Contributor on, all the information relating to the Contributor or any of its subsidiaries or affiliates that appear in any filing made with, or written materials submitted to, the Commission or any other Governmental Authority in connection with obtaining the approval of the Revised Market Rules by the Commission described in the second sentence of Section 5.1(a) or any of the Other Necessary Approvals and Consents. The Contributor shall have the right to review and comment upon in advance any governmental entity material written statement, filing, notice, application or other submission made by or on behalf of the Company or any of its subsidiaries in connection therewith. No such material written statement, filing, notice, application or submission shall be made without the mutual agreement of the Company, the Contributor and PCX Equities, except in cases where the Company is commenting in connection with any statement, filing, notice, application or other submission made by or on behalf of the Contributor, PCX Equities or any of their respective subsidiaries without the Company’s mutual agreement.
(d) The Company shall regularly and promptly keep the Contributor apprised of all matters related to the Revised Market Rules, including, without limitation, obtaining the approval of the Revised Market Rules by the Commission and the Other Necessary Approvals and Consents, including, without limitation, promptly furnishing the Contributor with copies of notices or other communications received by the Company or any of its subsidiaries, as the case may be, from any Governmental Authority with respect thereto.
(e) At the request of the Company, the Contributor and PCX Equities shall use their best efforts to arrange for representatives of the Company to communicate directly with the Commission (orally or in writing), together with representatives of the Contributor and PCX Equities, in connection with the Merger Revised Market Rules or the Final Market Rules or any other matter or concern relating to the Archipelago Exchange. To the extent practicable and reasonable under the circumstances, the Contributor shall
(i) inform the Company about all material conferences and other meetings (whether in person or telephonic) with the Commission or any other Governmental Authority in connection with (A) the Revised Market Rules, the Final Market Rules or any other rules applicable to the Archipelago Exchange, (B) any of the Other Necessary Approvals and Consents, or (C) any matter material to (x) maintaining the Contributor’s status as a national securities exchange and as a self-regulatory organization or (y) keeping the Contributor, PCX Equities, PCX Equities’ subsidiary and the other transactions contemplated by this AgreementArchipelago Exchange in material compliance with all Laws applicable to PCX Equities, the PCX Equities Business, the Archipelago Exchange Business or the Archipelago Exchange or material to PCX Equities or the Archipelago Exchange, in the case of clauses (A) through (C), as promptly as practicable in advance of such conferences or meetings, and (ii) provide the Company the opportunity to participate (telephonically or otherwise) in such conferences or meetings relating to the matters described in clauses (A), (B) or (C) above (except in the case of subclause (C)(x) above, only to the extent relating to the PCX Equities Business or the Archipelago Exchange Business).
Appears in 1 contract
Samples: Contribution Agreement (Archipelago Holdings L L C)
Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Barnxxxxx xxx Parent shall: (a) The Company shall promptly (but in not more than 10 business days from the date hereof) make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Mergers; (b) use their best efforts to cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 one another in (or other appropriate Formsi) determining which filings are required to be filed by APP made prior to the Company Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Company Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with its Initial Public Offering the execution and offering delivery of this Agreement and the consummation of the shares Mergers and the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (c) furnish the others with copies of APP Common Stock all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives, on the one hand, and any governmental or regulatory authority or members or their respective staffs, on the other hand, with respect to this Agreement and the Target Interest Holders pursuant transactions contemplated hereby; (d) furnish the others with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation any filings necessary under the provisions of the HSR Act; (e) use their commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the Mergers and the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereofincluding, without limitation, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation resolution of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement theretoobjections, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested asserted by APP in connection any governmental authority with respect to the Mergers and the transactions contemplated hereby under any antitrust or trade or regulatory laws or regulations of any governmental authority and (f) use their commercially reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and use their commercially reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the Mergers or the transactions contemplated hereby or seeking material damages. In complying with the preparation foregoing, Parent, Barnxxxxx xxx the Company shall each use all commercially reasonable measures available to them to consummate the transactions contemplated hereby, so long as such measures would not have a material adverse effect on the U.S. oilfield production chemicals businesses of the Registration Statements and each of the amendments Company or supplements theretoParent (including any Subsidiaries thereof), or any other statement, filing, notice or application made by or on behalf of each but shall not be required to take measures that would have such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreementa material adverse effect.
Appears in 1 contract
Filings; Other Action. (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner.
(b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, APP will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement.
(c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
