Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. (b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Merger Agreement (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.)
Filings; Other Actions; Notification. (a) The Company shall use its reasonable best efforts to prepare and Parent shallfile, subject as promptly as practicable after the date of this Agreement, the Proxy Statement with the SEC and shall promptly notify Cingular of the receipt of all comments of the SEC with respect to Sections 6.2 the Proxy Statement and 6.3of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Cingular copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Cingular shall each use its best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.
(b) The Company, Cingular and Cingular Wireless shall cooperate with each other and use, and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously promptly as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 30 days after the date of this Agreement the notifications, filings and other information all applications required to be filed with the FCC and the notification and required form under the HSR Act and as promptly as practicable in Act; provided, however, that the case failure to file within 30 days will not constitute a breach of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letterthis Agreement) and to obtain as expeditiously promptly as possible reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. BellSouth and SBC agree to use, to cause their Subsidiaries to use and to cause Cingular, Cingular Wireless and their respective Subsidiaries to use, their reasonable best efforts to take or cause to be taken such actions as Governmental Entities may require with respect to their respective businesses in order to assist Cingular, Cingular Wireless and their respective Subsidiaries in obtaining all necessary Governmental Consents. Nothing in this Agreement shall require, or be construed to require, Cingular, Cingular Wireless, BellSouth, SBC or their respective Subsidiaries to take any action or enter into any agreement with respect to any of its assets, business or operations (the sum of the aggregate positive and negative economic effects of all such actions and agreements on the value of the assets, business or operations of the combined Cingular, the Company, and their respective Subsidiaries (excluding synergies anticipated to be realized by SBC, BellSouth, Cingular or their respective Subsidiaries from the Merger) and on the value of the assets, business or operations of BellSouth, SBC or their respective Subsidiaries, as applicable, as of the date of any determination being referred to herein as the "Net Effects"), that would, individually or in the aggregate, reasonably be expected to result in the aggregate negative Net Effects being more than the Material Adverse Amount (as defined in Section 6.5(b) of the Cingular Disclosure Letter (a "Material Adverse Condition")). For purposes of calculating Net Effects with respect to the sale of a market or spectrum it is agreed that (i) the Net Effects of the sale of a market owned by any of the Company, Cingular or Cingular Wireless will be an amount equal to the Per Subscriber Amount (as defined in Section 6.5 of the Cingular Disclosure Letter) multiplied by the number of subscribers in the system and operations in such market proposed by Cingular, in good faith, to be sold, and (ii) satisfying the conditions Net Effects of the sale of spectrum-only shall be $0.50 per MHz POP. Subject to consummating applicable Laws relating to the sharing of information, Cingular and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Cingular or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing right, each of the Company and Cingular shall act reasonably and as promptly as practicable. None of the Company, Cingular, Cingular Wireless, BellSouth or SBC shall agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other parties reasonably in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate.
(c) The Company and Cingular each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Cingular, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(d) Subject to applicable Law and the instructions of any Governmental Entity, the Company and Cingular 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 notices or other communications received by Cingular or the Company, 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. The Company shall give prompt notice to Cingular of any change, fact or condition, that is reasonably likely to result in a Material Adverse Effect or of any failure of any condition to Cingular's obligations to effect the Merger, and Cingular shall give prompt notice to the Company of any change, fact or condition, that is reasonably likely to result in a failure of any condition to the Company's obligations to effect the Merger.
(iiie) defending Cingular's obligations under this Section 6.5 shall include, without limitation, the obligation to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerMerger or the other transactions contemplated hereby, (iv) obtaining (and cooperating with each other in obtaining) any consentincluding, approval of, waiver or any exemption by, any non-governmental third party, in each case, except to the extent necessaryit would reasonably be expected to result in a Material Adverse Condition, proper seeking to have any stay or advisable in connection with other injunctive relief which would prevent or materially delay or impair the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate consummation of the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information Agreement entered by any court or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except reversed on appeal or vacated consistent with prior written consent of the its other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in obligations under this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionSection 6.5.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cingular Wireless LLC), Merger Agreement (At&t Wireless Services Inc), Agreement and Plan of Merger (Cingular Wireless LLC)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use its best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the respective stockholders of each of the Company and Parent. Parent shall also use its efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. The Prospectus/Proxy Statement shall contain the recommendation of the Company's Board of Directors in favor of approval of this Agreement and the transactions contemplated hereby.
(b) The Company and Parent shalleach shall use its best efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, subject dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(c) The Company and Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, (ii) satisfying the conditions however, that nothing in this Section 6.5 shall require, or be construed to consummating the Mergerrequire, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Parent or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Company or any exemption byof their Affiliates to proffer to, or agree to, sell or hold separate and agree to sell, before or, in the case of Parent and its Subsidiaries, after the Effective Time, any non-governmental third partyassets, businesses, or interest in each caseany assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject The Company and Parent and each of their Affiliates shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 3 contracts
Samples: Merger Agreement (Jfax Com Inc), Merger Agreement (Efax Com Inc), Merger Agreement (Efax Com Inc)
Filings; Other Actions; Notification. (a) The Company shall use its best efforts to obtain all necessary state securities law or "blue sky" permits and Parent shallapprovals, subject if any, required in connection with the sale of the Initial Funding Shares and the Second Funding Shares to Sections 6.2 Buyer and 6.3, to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto;
(b) The Company and Buyer shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (filings, responding promptly to any requests for further information and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement as promptly as practicable. Subject to applicable laws relating to the exchange of information, Buyer and the Company shall have the right to review in advance, and each will consult the other on, all the information relating to Buyer or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, the SEC and/or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation each of the MergerCompany and Buyer shall act reasonably and as promptly as practicable;
(c) The Company and Buyer each shall, (iv) obtaining (upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and cooperating with each Shareholders and such other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper matters as may be reasonably necessary or advisable in connection with the Merger Schedule 14D-1, the Offer Documents, the Schedule 14D-9, the Proxy Statement, the statement required to be filed pursuant to Section 2.5(b) hereof or any other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any third party, the SEC and/or any other Governmental Entity in connection with the transactions contemplated by this Agreement;
(d) The Company and Buyer 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 communications received by Buyer or the Company, as the case may be, or any of its Subsidiaries, from any third party, the SEC, and/or any other Governmental Entity with respect to the transactions contemplated by this Agreement;
(e) Without limiting the generality of the undertakings pursuant to this Section 5.5, (i) the Company and Buyer agree to provide promptly to any and all federal, state, local or foreign court or Government Entity with jurisdiction over enforcement of any applicable antitrust laws ("Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; and (vii) executing and delivering in connection with any reasonable additional instruments necessary filing or submission or other action required to consummate be made or taken by either Buyer or the Company to effect the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Companythereby, the Parties will use their reasonable best efforts to submit an appropriate response toCompany shall not, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with without Buyer's prior written consent consent, commit to any divestiture transaction, and, neither Buyer nor any of the other Party. None of the Parties its Affiliates shall knowingly take, cause be required to divest or permit to be taken hold separate or omit otherwise take or commit to take any action which such party reasonably expects is likely that limits its freedom of action with respect to, or its ability to materially delay retain, the Company or prevent consummation any portions thereof or any of the contemplated transactionsbusiness, unless otherwise agreed to by the Parties. As used in this Agreementproduct lines, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act properties or assets of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed Buyer or intended to prohibit, restrict or regulate actions having the purpose or effect any of monopolization or restraint of trade or competitionits Affiliates.
Appears in 3 contracts
Samples: Stock Purchase and Sale Agreement (Dsi Toys Inc), Stock Purchase and Sale Agreement (Mvii LLC), Stock Purchase and Sale Agreement (Mvii LLC)
Filings; Other Actions; Notification. (a) The If required by applicable law, the Company and Parent shallshall jointly prepare and the Company shall file with the SEC the Company Proxy Statement relating to the Merger and, subject in accordance with the Exchange Act and the rules of the SEC, as promptly as practicable after such filing will mail the Company Proxy Statement to Sections 6.2 and 6.3the stockholders of the Company.
(b) From the date of this Agreement until the Effective Time, each of the parties shall cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders laws to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions use all commercially reasonable efforts to consummating the Merger, (iii) defending lift or rescind any lawsuits injunction or restraining order or other legal proceedings, whether judicial or administrative, challenging this Agreement or order adversely affecting the consummation ability of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary parties to consummate the transactions contemplated hereby and use all commercially reasonable efforts to fully carry out defend any litigation seeking to enjoin, prevent or delay the purposes consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to divest any of its businesses, product lines or assets, or the Company’s or any of its Subsidiaries’ respective businesses, product lines or assets or to obtain any required approval of any Governmental Entity.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its respective Subsidiaries, directors, executive officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Schedule TO, Schedule 14D-9, the Offer Materials, the Company Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or any Governmental Entity in connection with the Offer, the Merger and the transactions contemplated by this Agreement.
(bd) Subject to Section 6.6(c)From the date of this Agreement until the Effective Time, in the event that each of the parties receive a request for information 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 documentary material pursuant other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party or any Governmental Entity with respect to the HSR Act Offer, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively. The Company and Parent shall each give prompt notice to the other of any breach of any or their respective representations, warranties, covenants or agreements contained herein.
(e) From the date of this Agreement until the Effective Time, each of the parties shall promptly notify the other of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Antitrust Laws Person (a “Second Request”)i) challenging or seeking damages in connection with the Offer or the Merger or (ii) seeking to restrain, unless otherwise agreed to by enjoin or prohibit the Companyconsummation of the Offer, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act Merger or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 3 contracts
Samples: Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Informax Inc)
Filings; Other Actions; Notification. (a) SBC and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and SBC shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. SBC and the Company each shall use all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the shareholders of the Company. SBC shall also use all reasonable efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shallSBC each shall use all reasonable efforts to cause to be delivered to the other party and its directors (i) letters of its independent auditors, subject dated (A) the date on which the S-4 Registration Statement shall become effective and (B) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registra tion statements similar to the S-4 Registration Statement, and (ii) a letter from its independent auditors addressed to SBC and the Company, dated as of the Closing Date, stating their opinion that the Merger will qualify for pooling-of-interests accounting treatment.
(c) The Company and SBC shall cooperate with each the other and use, use (and shall cause their respective Subsidiaries Subsidi aries 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 the Stock Option Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement or the Stock Option Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, SBC or the Company to proffer, or agree to, any concession to any Governmental Entity if (i) such concession is reasonably likely to have a Material Adverse Effect on the Company following the Effective Time, (ii) satisfying such concession is reasonably likely to have a Material Adverse Effect on SBC following the conditions Effective Time (it being understood that, for this purpose, materiality shall be determined with reference to consummating the Mergertotal enterprise value of the Company and its Subsidiaries, (iii) defending taken as a whole, rather than that of SBC and its Subsidiaries, taken as a whole, and taking into account any lawsuits material restrictions on the ability of SBC or any of its Significant Subsidiaries to conduct its operations as currently conducted or as proposed to be conducted by it). Subject to applicable laws relating to the exchange of information, SBC and the Company shall have the right to review in advance, and to the extent practicable each will consult the other legal proceedingson, whether judicial all the information relating to SBC or administrativethe Company, challenging as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement or the consummation Stock Option Agreement. In exercising the foregoing right, each of the Merger, Company and SBC shall act reasonably and as promptly as practicable.
(ivd) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, Subject to applicable laws relating to the extent necessaryexchange of information, proper the Company and SBC each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of SBC, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out by this Agreement or the purposes of this Stock Option Agreement.
(be) Subject The Company and SBC each shall keep the other apprised of the status of matters relating to Section 6.6(c)comple tion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by SBC or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent by this Agreement or the Stock Option Agreement. Each of the Company and SBC shall give prompt notice to the other Party. None of any change that is reasonably likely to result in a Material Adverse Effect on it or of any failure of any of the Parties shall knowingly take, cause or permit conditions to be taken or omit the other party's obligations to take any action which such party reasonably expects is likely to materially delay or prevent consummation of effect the contemplated transactions, unless otherwise agreed to by the Parties. As used Merger set forth in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionArticle VII.
Appears in 3 contracts
Samples: Merger Agreement (SBC Communications Inc), Merger Agreement (Southern New England Telephone Co), Merger Agreement (SBC Communications Inc)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use its best reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the respective shareholders of each of the Company and Parent. Parent shall also use its best reasonable efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shalleach shall use its best reasonable efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, subject dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(c) The Company and Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective commercially 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. Subject to applicable laws relating to the exchange of information (including any obligations pursuant to any listing agreement with or rules of any national securities exchange), (ii) satisfying Parent and the conditions Company shall have the right to consummating the Mergerreview in advance, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity (including any national securities exchange) in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(ve) executing The Company and delivering Parent each shall keep the other apprized of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of any reasonable additional instruments necessary notices or other 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. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Material Adverse Effect on it or prevent, materially delay or materially impair the ability of the Company or Parent, as the case may be, to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bf) Subject to Section 6.6(c), in In the event that the parties receive a request for information any claim, action, suit investigation or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to proceeding by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay or other Person or other legal or administrative proceeding is commenced that questions the transactions contemplated hereby except with prior written consent validity or legality of this Agreement or the Merger or the other Party. None of the Parties shall knowingly take, cause transaction contemplated by this Agreement or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used claims damages in this Agreementconnection therewith, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act Company and all other federal, state Parent each agree to cooperate and foreign statutes, rules, regulations, orders, decrees use their best reasonable efforts to defend against and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespond thereto.
Appears in 3 contracts
Samples: Merger Agreement (Dte Energy Co), Merger Agreement (MCN Energy Group Inc), Agreement and Plan of Merger (Detroit Edison Co)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals 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 this Agreement, including, without limitation: (i) the filing of Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) satisfying if required, any filings with the conditions to consummating European Commission as required by Council Regulation No. 4064/89 of the MergerEuropean Community, as amended (the "EC Merger Regulation") and (iii) defending filings under any lawsuits other comparable pre-merger notification laws of any applicable jurisdiction; provided, however, that nothing in this Section 6.6 shall require, or other legal proceedingsbe construed to require, whether judicial Parent (x) to proffer to, or administrativeagree to, challenging this Agreement sell or hold separate and agree to sell, before or after the consummation Effective Time, any material assets, businesses, or interest in any material assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) or (y) to agree to any material changes or restrictions in the operations of any such assets or businesses, if, in the case of (x) or (y), such action or agreement would be reasonably likely to have a material adverse effect on the benefits reasonably expected to be derived by Parent and its Subsidiaries (on a combined basis with the Company and its Subsidiaries) as a result of the Mergertransactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(b) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the Registration Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bc) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use case may be, or by any of their reasonable best efforts to submit an appropriate response torespective Subsidiaries, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of from any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other upon becoming aware of: (i) any change that has had, or is reasonably likely to have, a Material Adverse Effect on it; (ii) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate such that the condition set forth in Section 7.2(a) or Section 7.3(a), as applicable, would not be satisfied as of the date of such event or as of the Closing Date; (iii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iv) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be likely to cause any condition to the obligations of any party to effect the transactions contemplated hereby except not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.6(c) shall not cure such breach or noncompliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.
(d) The Company shall, upon request by Parent, furnish Parent a list of all material actions with prior written consent of respect to the other Party. None of the Parties shall knowingly take, cause or permit Company's material Intellectual Property Rights that are required to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this AgreementCompany within 180 days of such request, including the term “Antitrust Laws” means payment of any registration, maintenance, renewal or annuity fees and taxes or the Xxxxxxx Antitrust Actfiling of any documents, applications or certificates for the Xxxxxxx Antitrust Act purposes of 1914maintaining, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed perfecting or intended to prohibit, restrict preserving or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.renewing such material Intellectual Property Rights
Appears in 2 contracts
Samples: Merger Agreement (Fair Isaac & Company Inc), Merger Agreement (HNC Software Inc/De)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Arrangement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this AgreementAgreement and the Arrangement; provided, (ii) satisfying the conditions however, that nothing in this Section 3.5 shall require, or be construed to consummating the Mergerrequire, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement either Parent or the consummation Company to proffer to, or agree to, sell or hold separate or agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Company or any exemption byof their respective Affiliates (or to consent to any offer, sale, holding or agreement to sell, by the Company or Parent of any non-governmental third partyof its assets or businesses) that accounted in the aggregate for more than $150 million in revenues for the fiscal year ended December 31, 2003 (a “Burdensome Condition”). Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger transactions contemplated by this Agreement and (v) executing the Arrangement. Each of Parent and delivering the Company will respond promptly to any reasonable requests for additional instruments necessary to consummate information by any Governmental Entity in connection with the transactions contemplated hereby by this Agreement and to fully carry out the purposes Arrangement. In exercising the foregoing right, each of this Agreementthe Company and Parent shall act reasonably and as promptly as practicable.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant applicable Laws relating to the HSR Act exchange of information, each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement or any other Antitrust Laws (a “Second Request”)statement, unless otherwise agreed to filing, notice or application made by the Companyor on behalf of Parent, the Parties will Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Arrangement.
(c) Each of the Company and Parent shall use their reasonable best efforts to submit an appropriate response toobtain all necessary or advisable rulings or orders of Canadian securities regulatory authorities.
(d) Each of the Company and Parent shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Arrangement, including promptly furnishing the other with copies of notices or other 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 transactions contemplated by this Agreement and the Arrangement. Each of the Company and Parent shall give prompt notice to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety other of any such Second Request review processchange that is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively, or prevent, materially delay or materially impair the ability of the Company or Parent, respectively, to consummate the transactions contemplated by this Agreement and the Arrangement. Neither Party the Company nor Parent shall agree to extend permit any waiting period under the HSR Act of its officers or any other Antitrust Laws representatives or enter into agents to participate in any agreement meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to delay the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat.
(e) Each of the Company and Parent shall promptly make all filings, notifications, applications, permit transfers and other submissions relating to the transactions contemplated hereby except by this Agreement and the Arrangement required or customary pursuant to any Environmental Laws, including those relating to the ownership, operation or transfer of real property (“Environmental Submissions”). The Company and Parent shall provide each other with prior written consent copies of all Environmental Submissions at the time of filing and the parties shall cooperate with each other Party. None in the preparation and execution of all Environmental Submissions.
(f) Parent shall submit a proposal (the Parties shall knowingly take“Benefit Plan Proposal”) to the Parent Common Stockholders at the Parent Meeting to approve a new stock incentive plan of Parent which will, cause among other things, enable Parent to satisfy its obligations under this Agreement and any current or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionemployment agreements.
Appears in 2 contracts
Samples: Combination Agreement (Donnelley R R & Sons Co), Combination Agreement (Moore Wallace Inc)
Filings; Other Actions; Notification. (a) The Subject to Section 3.3.5 of this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall each cooperate with each the other and use, (i) use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously promptly as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, and (ii) use (and in any event, by filing within ten (10shall cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required reasonable best efforts to be filed under the HSR Act and obtain as promptly as practicable in all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party, including the case Company Required Consents and Parent Required Consents, necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Parent shall offer to take (and if this offer is accepted, commit to take) all steps which, to the extent consistent with its use of all other filings required reasonable best efforts, it is capable of taking to avoid or eliminate impediments under any Foreign Competition Laws antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the transactions contemplated herebyMerger so as to enable the Effective Time to occur as promptly as possible and shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court by any party, including appeals. Without limiting the foregoing, Parent shall, to the extent consistent with its use of reasonable best efforts, (x) propose, negotiate, offer to commit and effect (and if this offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any assets or businesses or otherwise or (y) offer to take, or offer to commit to take, any action limiting its freedom of action with respect to, any businesses, services, or assets, in each case in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that prohibits consummation of the Merger.
(b) Notwithstanding anything contained in this Agreement to the contrary, neither Party shall be required by this Section 3.6.1 to take any action, including to accept or agree to any conditions, terms or restrictions or any disposition of assets or businesses, as the case may be, (x) which are set forth Section 7.1(b)(ii) not conditioned on consummation of the Merger or (y) which, individually or in the aggregate, would have a Material Adverse Effect on Parent, the Company Disclosure Letterand their respective Subsidiaries taken together after giving effect to the Merger.
(c) The Company shall not accept or agree to any conditions, terms, or restrictions or any disposition of assets or business pursuant to this Section 3.6.1 without the prior written consent of Parent (not to be unreasonably withheld). Subject to applicable Laws relating to the exchange of information, the Company and Parent shall have the right to review in advance, and to obtain the extent practicable each will consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as expeditiously as possible all consentsthe case may be, registrationsthat appears in any filing made with, approvalsor written materials submitted to, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
3.6.2. The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and stockholders, as applicable, and any other matters as may be reasonably necessary or advisable in connection with the Form F-4, the Company Proxy Statement, the Parent Documents or any other necessary filing, notice, statement, registration, submission of information or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
3.6.3. The Company and Parent each shall keep the other apprised of the status of matters relating to the Merger and the other transactions contemplated by this Agreement, (ii) satisfying including promptly furnishing the conditions other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of its Subsidiaries, from any third party whose consent or approval is required or advisable and/or any Governmental Entity with respect to consummating the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give reasonably prompt notice to the other of any change which in its good faith judgement would have a Material Adverse Effect on it or of any failure of any condition set forth in Article IV to the other Party's obligations to effect the Merger.
3.6.4. Prior to making any filing, notice, petition, statement, registration, submission of information or application to or with any third party and/or Governmental Entity (iiiincluding any securities exchange) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or in connection with the consummation of the MergerMerger and the other transactions contemplated by this Agreement and except as may be required by Law or by obligations pursuant to any listing agreement with or the rules of any securities exchange, (iv) obtaining (each Party shall make all reasonable best efforts to consult with the other Party with respect to the content of the filing, notice, petition, statement, registration, submission of information or application and cooperating to provide the other Party with copies of the proposed filing, notice, petition, statement, registration, submission of information or application. The Company and Parent each shall not agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the Merger and the other transactions contemplated by this Agreement unless it consults with the other Party in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each caseadvance and, to the extent necessarypracticable and permitted by the Governmental Entity, proper or advisable in connection with gives the Merger other Party the opportunity to attend and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementparticipate thereat.
(b) Subject to Section 6.6(c), in 3.6.5. In the event that the parties receive a request for information any claim, action, suit, investigation or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to proceeding by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay or other Person or other legal or administrative proceeding is commenced that questions the transactions contemplated hereby except with prior written consent validity or legality of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means Merger or the Xxxxxxx Antitrust Actother transactions contemplated by this Agreement or claims or damages in connection therewith, the Xxxxxxx Antitrust Act of 1914Parties agree to cooperate and use commercially reasonable efforts, subject to the HSR Act limitations set forth in Section 3.6.1, to defend against and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespond thereto.
Appears in 2 contracts
Samples: Merger Agreement (WPP Group PLC), Merger Agreement (Young & Rubicam Inc)
Filings; Other Actions; Notification. (a) The Company Subject to the terms and conditions set forth in this Agreement, the Company, Merger Sub and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries and Affiliates to use, their respective commercially reasonable best efforts to (A) take or cause to be taken all actions, and (B) do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as expeditiously soon as possiblepracticable, including (i) preparing and filing all documentation to effect obtaining all necessary noticesactions, reports consents and approvals from Governmental Authorities, or other filings (Persons necessary in connection with the consummation of the Transactions and in any event, by filing within ten (10) Business Days after the date making of this Agreement the notificationsall necessary registrations, filings and taking all reasonable steps as may be necessary to obtain an approval from, or to avoid an Action by, any Governmental Authority or other information required to be filed under Persons necessary in connection with the HSR Act and as promptly as practicable in the case consummation of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other transactions contemplated hereby in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection accordance with the Merger terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, and (viii) executing the execution and delivering delivery of any reasonable additional instruments necessary to consummate the transactions contemplated hereby in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement.
(b) Subject In furtherance and not in limitation of the foregoing, each party hereto agrees to Section 6.6(c)make all appropriate filings with any applicable Governmental Authority or other third party from which the consents set forth on Schedule 6.4(b) are required to be obtained by it (which for such purpose, in the event that the parties receive a request with respect to Contracts, Parent shall obtain all consents for information or documentary material pursuant Contracts to the HSR Act which it or any other Antitrust Laws (of its Subsidiaries is a “Second Request”), unless otherwise agreed party or to by which it or any of its Subsidiaries is subject and the Company, Company shall obtain consents for all Contracts to which it or any Subsidiary of the Parties will use their reasonable best efforts Company is a party or to submit an appropriate response to, and to certify compliance with, which the Company or any such Second Request Subsidiary is subject) as promptly as practicable, and counsel for both parties will closely cooperate during to supply as promptly as practicable any additional information and documentary material that may be reasonably required with respect to such filings and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 6.4 necessary to cause the entirety expiration or termination of the applicable waiting periods with respect to such filings (including any extensions thereof), if any, as soon as practicable.
(c) Subject to applicable Law and the instructions of any such Second Request review processGovernmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of all notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries from any third party including any Governmental Authority with respect to the transactions contemplated hereby. Neither Party the Company, Merger Sub nor Parent shall agree to extend permit any waiting period under the HSR Act of its officers or any other Antitrust Laws or enter into representatives to participate in any agreement meeting with any Governmental Entity Authority in respect of any filings, investigation or other inquiry relating to delay the transactions contemplated hereby except unless it consults with prior written consent of the other Party. None of parties in advance and shall, to the Parties shall knowingly takeextent permitted by such Governmental Authority, cause or permit give the other parties the opportunity to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used attend and participate thereat.
(d) Notwithstanding anything in this Agreement, in no event shall Parent or the term “Antitrust Laws” means Company be required to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would require the Xxxxxxx Antitrust Actdivestiture, license or other transfer of any assets of Parent, the Xxxxxxx Antitrust Act Company or the Surviving Corporation or any of 1914their respective Affiliates. In addition, in no event shall Parent be required to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would limit Parent’s freedom of action with respect to, or its ability to consolidate and control, the HSR Act Surviving Corporation and all its Subsidiaries or any of their assets or businesses or any of Parent’s or its Affiliates’ other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed assets or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionbusinesses.
Appears in 2 contracts
Samples: Merger Agreement (Healthtronics, Inc.), Merger Agreement (Endocare Inc)
Filings; Other Actions; Notification. (a) The Company Amoco and Parent shall, subject to Sections 6.2 and 6.3, ARCO shall each cooperate with each the other and use, (i) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use, ) all their respective best reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement, the Stock Option Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, (ii) use (and in any event, by filing within ten (10shall use best reasonable efforts to cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required all their respective best reasonable efforts to be filed under the HSR Act and obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than BP Amoco Required Consents and ARCO Required Consents) necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement, and (iii) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use) their respective best reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to obtain the BP Amoco Required Consents or ARCO Required Consents, as the case may be; it being understood that, for purposes of this Section 3.5, the Parties agree that "best reasonable efforts" shall require (without limitation of any other meaning of such words) each Party to accept or agree to, at such time as may be required to cause the condition set forth in Section 4.1.2 to be fulfilled prior to the Termination Date, as it may be extended pursuant to Section 5.2, any conditions, terms or restrictions in connection with any such BP Amoco Required Consent or ARCO Required Consent, as the case may be, unless all such conditions, terms and restrictions, in the case of all other filings required under any Foreign Competition Laws aggregate, would be reasonably likely to have a Material Adverse Effect on BP Amoco or ARCO after the Effective Time (it being understood that, for this purpose materiality shall be considered solely with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) total value of the Company Disclosure Letter) U.S. operations of BP Amoco, ARCO and their Subsidiaries, taken together). Subject to applicable Laws relating to the exchange of information, BP Amoco and ARCO shall have the right to review in advance, and to obtain the extent practicable each will consult the other on, all the information relating to ARCO and its Subsidiaries or BP Amoco and its Subsidiaries, as expeditiously as possible all consentsthe case may be, registrationsthat appears in any filing made with, approvalsor written materials submitted to, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of and the other transactions contemplated by this Agreement and the Stock Option Agreement. In exercising the foregoing right, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation each of the Merger, (iv) obtaining (BP Amoco and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger ARCO shall act reasonably and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Merger Agreement (Atlantic Richfield Co /De), Merger Agreement (Atlantic Richfield Co /De)
Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries and Affiliates 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing all documentation to effect the obtaining of all necessary noticesactions or nonactions, reports consents and approvals from Governmental Authorities, or other Persons necessary in connection with the consummation of the Transactions and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other filings required under any Foreign Competition Laws Persons necessary in connection with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) consummation of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this AgreementTransactions, (ii) satisfying the conditions to consummating the Merger, (iii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerTransactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, (iviii) obtaining (the execution and cooperating with each other in obtaining) delivery of any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby Merger and other Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement, and (iv) the execution by Parent of an undertaking in customary form in favor of the OCS to comply with the applicable Law.
(b) Subject to Section 6.6(capplicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of material notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries from any third party and/or any Governmental Authority with respect to such Transactions. Each of the Company and Parent shall give prompt notice to the other of any failure to the other Party's conditions to effect the Merger. Neither the Company nor Parent shall permit any of its executive officers or any other Representatives to participate in any meeting or discussions with any Governmental Authority in respect of any filings, investigation or other inquiry relating to the Merger or the other Transactions unless it consults with the other Party in advance and shall, to the extent permitted by such Governmental Authority, give the other Party the opportunity to attend and participate thereat.
(c) In connection with this Section 6.8 and Section 6.10 of this Agreement, neither the Company nor any of its Affiliates shall be required to pay or commit to pay any material amounts or incur any material liability. Each of the Parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between such Party and any Governmental Authority with respect to this Agreement.
(d) The Company shall give prompt notice to Parent of: (i) the occurrence of any event, the occurrence of which is likely to cause any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respects, and (ii) any failure of the Company to comply with or satisfy in any material respects any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice, or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 6.8 shall be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. This provision shall apply, mutatis mutandis, to the Parent and Merger Sub.
(e) In the event that Parent so requests from the Company, within seven (7) Business Days prior to the expected Closing Date, the Company shall take all reasonably necessary action such that (i) all securities and other short term investments held by the Company or its Subsidiaries shall be liquidated into cash or short term cash deposits reasonably approved by Parent, (ii) one or more bank accounts shall be opened, in the name of the Company or its Subsidiaries, at such reputable banks and at those branches of these banks designated by Parent and reasonably approved by the Company (the "New Bank Accounts"), and (iii) funds in the amounts and currency designated by Parent shall be transferred to the New Bank Accounts at least three (3) days prior to the Effective Time. Without derogating from the foregoing, in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by Parent so requests from the Company, at any time following the Parties will use their reasonable best efforts date hereof, the Company shall take all reasonably necessary action such that all marketable securities held by the Company or its Subsidiaries shall be liquidated into cash or short term cash deposits reasonably approved by Parent. The term "Liquidation Loss", as used herein, shall mean (i) the actual loss (measured as of the liquidation date compared to submit an appropriate response tothe original cost of such securities) that results from any liquidation described in the previous sentence, and (ii) to certify compliance withthe extent that liquidation described in the previous sentence is not effected, then the decrease in value of such Second Request securities that are not liquidated (measured as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None latest date on which market information on such value is available prior to Closing compared to the original cost of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionsecurities).
Appears in 2 contracts
Samples: Merger Agreement (Tti Team Telecom International LTD), Merger Agreement (Tti Team Telecom International LTD)
Filings; Other Actions; Notification. (a) A vote of the Company's stockholders is required by law in order to consummate the transactions contemplated hereunder. Accordingly, the Company shall promptly prepare and file with the SEC a Proxy Statement (as defined in Section 4.6 below), which shall include the recommendation of the Company's Board of Directors that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Fairness Opinion. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and Parent shall, promptly thereafter mail the Proxy Statement to the stockholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the consummations of the transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) Upon and subject to Sections 6.2 the terms and 6.3conditions set forth in this Agreement, the Company and the Buyer shall cooperate with each other and use, use (and shall cause their respective Subsidiaries subsidiaries to use, their respective ) all 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 under this Agreement and applicable Laws and Orders laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement; provided, however, that nothing in -------- ------- this Section 4.5 shall require, or be construed to require, the Company or the Buyer to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Closing Date, any material assets, businesses or any interest in any material assets or businesses of the Buyer, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) or to agree to any material change in or material restriction on the operations of any such assets or businesses; provided, further, that nothing in this Section shall require, or -------- ------- be construed to require, a proffer or agreement that would, in the reasonable judgment of the Company or the Buyer, as the case may be, be likely to have a material adverse effect on the anticipated financial condition, properties, business or results of operations of the Company and its subsidiaries or the Buyer and its subsidiaries, as the case may be, after the consummation of the transactions contemplated herein, taken as a whole, in order to obtain any necessary or advisable consent, registration, approval, permit or authorization from any Governmental Entity. Subject to applicable laws relating to the exchange of information, the Buyer and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the Buyer or the Company, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, (ii) satisfying including the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, Proxy Statement to the extent necessaryit describes the transactions set forth herein. In exercising the foregoing right, proper the Company and the Buyer shall act reasonably and as promptly as practicable.
(c) Each of the Company and the Buyer shall, upon request by the other, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with filings pursuant to the Merger and HSR Act, the Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Buyer, the Company or any of their respective subsidiaries to any governmental entity or other person (vincluding the NASD) executing and delivering any reasonable additional instruments necessary to consummate in connection with the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject Each of the Company and the Buyer shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that other with copies of notices or other communications received by the parties receive a request for information Buyer or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws of their respective subsidiaries, from any third party and/or any governmental entity alleging that the consent of such third party or enter into any agreement governmental entity is or may be required with any Governmental Entity respect to delay the transactions contemplated hereby except with prior written consent by this Agreement. Each of the Company and the Buyer shall give prompt notice to the other Party. None of (i) the occurrence or non-occurrence of any fact or event which would be reasonably likely (x) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date or (y) to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied and (ii) any failure of the Parties shall knowingly takeCompany or the Buyer, cause as the case may be, to comply with or permit satisfy any covenant, condition or agreement to be taken complied with or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to satisfied by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionit hereunder.
Appears in 2 contracts
Samples: Intellectual Property Rights Purchase Agreement (Clarus Corp), Asset Purchase Agreement (Clarus Corp)
Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by this Agreement as expeditiously as possiblethe Company or Parent or any of their Subsidiaries, including (i) preparing or otherwise reasonably requested by Parent, in connection with the authorization, execution and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date delivery of this Agreement and the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case consummation of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending as promptly as practicable, and on a mutually agreed date, make all necessary filings, and thereafter make any lawsuits or other legal proceedingsrequired submissions, whether judicial or administrative, challenging with respect to this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) the consummation of the MergerHSR Act and any related governmental request thereunder, and (C) any other applicable Law, and (iv) obtaining (and cooperating with each other in obtaining) execute or deliver any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by, and to fully carry out the purposes of of, this Agreement.
(b) Subject to Section 6.6(c). The Company and Parent shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the event that obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) keeping the parties receive a request for information or documentary material pursuant other apprised of the status of matters relating to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety completion of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior hereby, (ii) providing copies of written consent of the notices or other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which communications received by such party reasonably expects is likely or any of its respective Subsidiaries with respect to materially delay or prevent consummation of the transactions contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.hereby,
Appears in 2 contracts
Samples: Merger Agreement (Motorola Inc), Merger Agreement (Symbol Technologies Inc)
Filings; Other Actions; Notification. (a) The Company Subject to the terms and Parent shallconditions of this Agreement, subject to Sections 6.2 and 6.3, each party shall cooperate with each the other party and use, use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including the notification and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed form under the HSR Act and any other notifications or filings required by any other applicable foreign antitrust or competition laws required to be filed to consummate the Transactions), (ii) to obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, waivers, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Government Entity in order to consummate the Merger Transactions and (iii) to cause the other conditions set forth in ARTICLE X over which it has influence or control to be satisfied; and provided, however, that nothing in this Section 9.4 shall require, or be construed to require, Newco, Hxxxxx, Stratex or any of their Subsidiaries to take or to refrain from taking any action, or to agree to any restriction, limitation, hold separate, divestiture or other sanction, remedy or compromise, with respect to any asset or operation of any of them.
(b) Subject to applicable Laws relating to the exchange of information, (i) each party shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by such party or any of its Subsidiaries from any third party or any Government Entity with respect to any of the Transactions, (ii) each party shall have the right to review in advance, and to the extent practicable will consult the other parties on, all of the information relating to such party or any of its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party or any Government Entity in connection with any of the Transactions, (iii) each party shall provide the other parties with copies of all correspondence between it (or its advisors) and any Government Entity relating to the transactions contemplated by this Agreement, (iv) to the extent reasonably practicable, all telephone calls and meetings with a Government Entity regarding any of the Transactions shall include representatives of Hxxxxx and Stratex and (v) Stratex and Hxxxxx shall (A) promptly give the other written notice of any litigation commenced after the date of this Agreement against Hxxxxx, Stratex or any of their respective directors or Subsidiaries relating to any of the Transactions, (B) keep the other reasonably informed regarding any such litigation and (C) give the other the opportunity to participate fully in the conduct of the defense or the settlement of any such litigation and neither Hxxxxx nor Stratex shall settle any such litigation without the other’s prior written consent. In exercising the foregoing rights, each of Stratex and Hxxxxx shall act reasonably and as promptly as practicable; provided, however, that neither Stratex nor Hxxxxx shall be required to comply with clause (ii) satisfying the conditions to consummating the Merger, or (iii) defending any lawsuits if it has been advised by outside counsel that by doing so it is reasonably likely that it would be sharing sensitive information regarding the competitive position of Hxxxxx or other legal proceedingsStratex, whether judicial or administrativeas the case may be, challenging this Agreement or prior to the consummation receipt of the Mergerappropriate Governmental Authorizations; provided, (ivfurther, that documents produced in response to Item 4C on the pre-merger report form under the HSR Act and the rules and regulations promulgated thereunder shall be deemed to be competitively sensitive and neither party shall be required to share such documents pursuant to this Section 9.4(b) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, prior to the receipt of the appropriate Governmental Authorizations.
(c) To the extent necessarypermitted by applicable Law, proper Stratex and Hxxxxx each shall, upon request by the other, furnish the other with all information concerning itself, its affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any other statement, filing, notice or application made by or on behalf of Newco, Hxxxxx, Stratex or any of their respective Subsidiaries to any third party and/or any Government Entity in connection with any of the Merger and Transactions.
(vd) executing and delivering Each party shall promptly notify the other parties in writing of: (i) the discovery by such party of any reasonable additional instruments necessary event, condition, fact or circumstance that occurred or existed on or prior to consummate the transactions contemplated hereby and date of this Agreement which caused or represents a material breach of, or a material inaccuracy in, any representation or warranty made by such party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement which would have caused or represented a material breach of, or a material inaccuracy in, any representation or warranty made by such party in this Agreement if (y) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (z) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to fully carry out the purposes date of this Agreement.
; (biii) Subject any material breach of any covenant or obligation of such party in this Agreement; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any condition set forth in ARTICLE X impossible or reasonably unlikely to Section 6.6(c)occur or that has had or could reasonably be expected to have, in the event that case of Hxxxxx, a Hxxxxx Material Adverse Effect or, in the case of Stratex, a Stratex Material Adverse Effect. No notification given pursuant to this Section 9.4(d) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used contained in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Merger Agreement (Stratex Networks Inc), Merger Agreement (Harris Corp /De/)
Filings; Other Actions; Notification. (a) Each party hereto shall file or cause to be filed with (i) the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act and (ii) the appropriate Governmental Entity, any Ares Foreign Antitrust Filings or Stream Foreign Antitrust Filings, in each case in accordance with the applicable rules and regulations promulgated under the relevant Law, with respect to the transactions contemplated hereby. Each party hereto will use all commercially reasonable efforts to make, or cause its Affiliates to make, such filings as promptly as practicable and in any event within ten (10) business days of the date hereof and to respond on a timely basis to any requests for additional information made by either of such agencies.
(b) The Company and Parent shall, subject to Sections 6.2 Stream shall cooperate in obtaining from the BIR the tax clearance and 6.3, certificate authorizing registration in order that the Shares may be registered in the stock and transfer books of the Company in the name of Stream.
(c) The Company and Stream shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger Exchange and the other transactions contemplated by this Agreement hereby as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and using their respective reasonable best efforts to obtain as expeditiously soon as possible practicable all Company Required Statutory Approvals or Stream Required Statutory Approvals, as the case may be, and all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or (including pursuant to any Governmental Entity Company Material Contract or Stream Material Contract or applicable Law) in order to consummate the Merger Exchange or any of the other transactions contemplated by this Agreementhereby. Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, (ii) satisfying the conditions to consummating the Mergerwork-product doctrine, (iii) defending any lawsuits self-audit privilege or other legal proceedingssimilar privilege, whether judicial or administrativeStream and Company shall have the right to review and comment on in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Stream or advisable Company, as the case may be, and any of Company’s or Stream’s respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger Exchange and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby hereby. In exercising the foregoing right, each of Company and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, Stream shall act reasonably and to certify compliance with, such Second Request as promptly as practicable. Notwithstanding anything in this Agreement to the contrary, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party nothing contained in this Agreement shall agree be deemed to extend any waiting period under the HSR Act require Stream or any other Antitrust Laws of its Subsidiaries or enter into the Company or any agreement with any Governmental Entity of its Subsidiaries to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause take or permit to be taken or omit agree to take any action which such party reasonably expects is likely to materially delay Action of divestiture or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionLimitation.
Appears in 2 contracts
Samples: Share Exchange Agreement (Ares Corporate Opportunities Fund II, L.P.), Share Exchange Agreement (Stream Global Services, Inc.)
Filings; Other Actions; Notification. (a) The Each of Purchaser, Seller and the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries subsidiaries 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 and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Consents necessary or advisable to be obtained from any Governmental Entity or any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement. Subject to (i) applicable Laws relating to the exchange of information and the direction of any Governmental Entity and (ii) matters not related to the business of the Company that Purchaser or Seller reasonably determines should not be disclosed to the other due to confidentiality concerns, Purchaser, on the one hand, and Seller and the Company, on the other hand, shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to Purchaser or Seller and the Company, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written materials submitted to, any Governmental Entity or any third party in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Seller, the Company and Purchaser shall act reasonably and as promptly as practicable. Without limiting the foregoing, the parties shall cause all necessary initial filings with all Governmental Entities in connection with the HSR Act and the rules of the other NASD, the OTS Approval, a filing with the OCC (if required) and the Pacific Stock Exchange to be made as promptly as practicable on or after the date of this Agreement, and in the case of the initial filing in connection the HSR Act, but in any event no later than fifteen (15) days after the date of this Agreement. Each of Purchaser, Seller and the Company will respond promptly under the circumstances to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement, (ii) satisfying the conditions including without limitation promptly filing a response to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable a “second request” from an applicable Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate its review of the transactions contemplated hereby and by this Agreement pursuant to fully carry out the purposes of this AgreementHSR Act.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant applicable Laws relating to the HSR Act or exchange of information and the direction of any other Antitrust Laws (a “Second Request”)Governmental Entity, unless otherwise agreed to by each of Seller and the Company, on the Parties will use their reasonable best efforts to submit an appropriate response toone hand, and Purchaser, on the other hand, shall, upon request by the other, furnish the other with all information concerning itself, its subsidiaries, directors, officers and members or stockholders and such other matters as may be reasonably necessary or advisable in connection with any notice, report, submission or filing made by or on behalf of Purchaser, Seller, the Company or any of their respective subsidiaries to certify compliance withany Governmental Entity or any third party in connection with any Consent to the transactions contemplated by this Agreement.
(c) Subject to applicable Laws relating to the exchange of information and the direction of any Governmental Entity, such Second Request as promptly as practicable(i) each of Seller and the Company, on the one hand, and counsel for both parties will closely cooperate during Purchaser, on the entirety other hand, shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including (A) promptly furnishing the other with copies of notices or other communications received by Seller and the Company or Purchaser, as the case may be, or any of their Affiliates, from any Governmental Entity or any third party and (B) promptly informing the other of any discussions with any such Second Request review process. Neither Party shall agree Governmental Entity or third party, in each case with respect to extend any waiting period the transactions contemplated by this Agreement (including, without limitation, in connection with all approvals required under the HSR Act and the NASD rules and the OTS Approval); (ii) Seller and the Company or Purchaser, as the case may be, shall give prompt notice to the other of any change that could reasonably be expected to prevent, materially delay or materially impair the ability of any such party to consummate the transactions contemplated by this Agreement; and (iii) neither Seller and the Company, on the one hand, nor Purchaser, on the other hand, shall permit any of its officers, directors or any other Antitrust Laws representatives or enter into agents to participate in any agreement meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to delay the transactions contemplated hereby except by this Agreement, unless it consults with prior written consent the other party in advance and, if permitted by the applicable Governmental Entity, gives the other party the opportunity to attend and participate thereat.
(d) Notwithstanding anything to the contrary in this Agreement, in complying with any of its covenants and agreements made in this Agreement, neither Purchaser nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets (including, following the Closing Date, any portion of the other Party. None business or assets of the Parties shall knowingly takeCompany), cause or permit to be taken take or omit agree to take any action which such party reasonably expects is likely or agree to materially delay any limitation with respect to the ownership or prevent consummation holding of any of their respective businesses or assets (including, following the Closing Date, any portion of the business or assets of the Company) in order solely to consummate the transactions contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (E Trade Financial Corp), Purchase and Sale Agreement (Bank of Montreal /Can/)
Filings; Other Actions; Notification. (a) In connection with the Stockholders' Meeting, the Company shall prepare and deliver to Parent within 30 days after the date hereof a draft of the Proxy Statement. Thereafter, the Company and Parent shall cooperate fully to make such changes to the Proxy Statement as may be appropriate, file the Proxy Statement with the SEC as soon as practicable, and respond promptly to any SEC comments. Upon filing the final, definitive Proxy Statement with the SEC, the Company shall mail such Proxy Statement to its stockholders.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all commercially reasonable best efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings filings; and (and in any event, by filing within ten (10ii) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) Consents and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Permits necessary or advisable to be obtained from any third party and/or or any Governmental Entity Regulatory Authority in connection with, as a result of, or in order to consummate consummate, the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 7.4 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval or Consent, to proffer to, or agree to (i) sell or hold separate and agree to sell or to discontinue or to limit, before or after the Effective Time, any Assets, businesses or interest in any Assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by Parent or the Company of any of its Assets or businesses), or (ii) satisfying agree to any conditions relating to, or changes or restriction in, the conditions to consummating operations of any such Asset or businesses which, in either case, could, in the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation reasonable judgment of the Mergerboard of directors of Parent, (iv) obtaining (materially and cooperating with each other adversely impact the economic or business benefits to Parent of the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party or Regulatory Authority in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts case may be, or any of its Subsidiaries, from any third party or Regulatory Authority with respect to submit an appropriate response to, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety other of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a Company Material Adverse Effect or prevent consummation of the contemplated transactionsParent Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alden John Financial Corp), Merger Agreement (Fortis Inc /Nv/)
Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by this Agreement as expeditiously as possiblethe Company or Parent or any of their Subsidiaries, including (i) preparing or otherwise reasonably requested by Parent, in connection with the authorization, execution and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date delivery of this Agreement and the notificationsconsummation of the transactions contemplated hereby, filings (iii) as promptly as practicable, and on a mutually agreed date, make all necessary filings, and thereafter make any other information required submissions, with respect to be filed this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) the HSR Act and as promptly as practicable any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the case views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) keeping the other filings required under apprised of the status of matters relating to the completion of the transactions contemplated hereby, (ii) providing copies of written notices or other communications received by such party or any Foreign Competition Laws of its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsinformation, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including, without limitation, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its reasonable best efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 7.6(a) shall modify or affect their respective rights and responsibilities under Section 7.6(b). In connection with the foregoing, each party shall (i) promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Authority, and subject to applicable Laws, provide the other party with a copy of any such written communication (or an oral or written summary of any oral communication), and (ii) satisfying not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry concerning the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or unless, where practicable, it consults with the consummation of the Mergerother party in advance, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypermitted by such Governmental Authority and where practicable, proper or advisable in connection with gives the Merger other party the opportunity to attend and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementparticipate thereat.
(b) Subject to Section 6.6(c)the terms hereof, in each of Parent and the event that the parties receive a request for information or documentary material pursuant Company agree, and shall cause each of their respective Subsidiaries, to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed cooperate and to by the Company, the Parties will use their commercially reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel obtain any government clearances or approvals required for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period Closing under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914Act, as amended, the HSR Act Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all any other federal, state and or foreign statutesLaw, rules, regulations, orders, decrees and other Laws and Orders that are regulation or decree designed or intended to prohibit, restrict or regulate actions having for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or competitionjudicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding the foregoing or anything to the contrary herein, nothing contained in this Agreement shall require, or be construed to require, Parent or any of its Affiliates to (i) proffer to, or agree to, sell, license, lease, transfer or otherwise encumber (or consent to any sale, license, lease, transfer or other encumbrance or agreement to sell, license, lease, transfer or otherwise encumber by the Company), before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates, (ii) proffer to, or agree to, hold separate, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates, (iii) agree to any other changes (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate the operations of any such assets or businesses or Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation, or (iv) take any other action under this Section 7.6 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. The Company and Parent will each request early termination of the waiting period with respect to the Merger under the HSR Act.
(c) During the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, (ii) any material failure of Parent and Merger Sub or the Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger, or (iv) any offers received by the Company and its Subsidiaries to settle or compromise any litigation, claim, grievance, charge or proceeding involving Intellectual Property or any other material litigation, claim, grievance, charge or proceeding. Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Netopia Inc), Merger Agreement (Netopia Inc)
Filings; Other Actions; Notification. (a) The Company FEI shall promptly prepare and Parent file with the SEC the Proxy Statement, shall promptly respond to any SEC comments thereon and shall, subject as soon as practicable thereafter, mail the Proxy Statement to Sections 6.2 the shareholders of FEI. Subsequent to mailing the Proxy Statement, FEI shall promptly amend or supplement the Proxy Statement, if the information in it is required by law to be amended or supplemented or if such an amendment or supplement is otherwise necessary, proper or advisable in light of the terms hereof. FEI shall use its reasonable efforts to obtain all necessary state securities law or "blue sky" permits and 6.3, approvals required in connection with the Transaction contemplated by this Agreement and will pay all expenses incident thereto. FEI shall also use its best efforts to comply with all NASDAQ rules applicable to the Transaction and shall use its best efforts to obtain the approvals necessary for the Shares to be quoted on the NASDAQ National Market System.
(b) FEI and PIE shall cooperate with each other and use, use (and shall cause their respective Subsidiaries Affiliates 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Merger Restructuring and the other transactions Transaction contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Restructuring and the Transaction as contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, FEI and PIE shall have the right to review in advance all the information relating to PIE or FEI, as the case may be, and any of their respective Affiliates, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of FEI and PIE shall act reasonably and as promptly as practicable.
(iic) satisfying FEI and PIE each shall, upon request by the conditions to consummating other, furnish the Mergerother with all information concerning itself and as applicable, (iii) defending any lawsuits or its Affiliates, directors, officers and, shareholders and such other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper matters as may be reasonably necessary or advisable in connection with the Merger Proxy Statement or any other statement, filing, notice or application made by or on behalf of PIE, FEI or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transaction and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject FEI and PIE each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that other with copies of notices or other communications received by PIE or FEI, as the parties receive a request for information or documentary material pursuant to the HSR Act case may be, or any other Antitrust Laws (a “Second Request”)of its Subsidiaries, unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of from any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with third party and/or any Governmental Entity with respect to delay the transactions Transaction contemplated hereby except with prior written consent of by this Agreement. FEI and PIE each shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in an FEI Material Adverse Effect or prevent consummation of the contemplated transactionsPEO Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 2 contracts
Samples: Combination Agreement (Fei Co), Combination Agreement (Philips Electronics N V)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.35.2, cooperate with each other and use, and shall cause their respective Subsidiaries 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 under this Agreement and applicable Laws and Orders Judgments to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten five (105) Business Days after the date of this Agreement Agreement) the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsConsents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and/or the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Consent or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger Offer and the Merger, (v) satisfying the conditions and obligations with respect to any Indebtedness of the Company to the extent necessary to consummate the Merger, (vi) submitting any filings or notifications to the U.S. Department of State’s Directorate of Defense Trade Controls required under Section 122.4 of the ITAR, and (vvii) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. For the avoidance of doubt, Parent shall be responsible for the payment of all filing fees payable to any Governmental Entity in connection with clauses (i) and (vi).
(b) Subject to Section 6.6(c5.3(c), in the event that the parties Parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties Parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with the prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party Party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties.
(c) Parent and the Company shall cooperate with respect to the Antitrust Laws and shall have joint decision making authority with respect to obtaining the required Consents under the Antitrust Laws and otherwise hereunder, including pursuant to this Section 5.3. As used No Party or its counsel shall independently participate in any substantive call or meeting relating to the Antitrust Laws with any Governmental Entity in respect of such filings, investigation, or other inquiry without giving the other Party or its counsel prior notice of such call or meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. In furtherance of the foregoing and to the extent permitted by applicable Law, (i) each Party shall notify the other, as far in advance as practicable, of any filing or material or substantive communication or inquiry it or any of its Subsidiaries intends to make with any Governmental Entity relating to the matters that are the subject of this Section 5.3, (ii) prior to submitting any such filing or making any such communication or inquiry, such Party shall provide the other Party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other Party in connection with, any such filing, communication or inquiry, (iii) promptly following the submission of such filing or making such communication or inquiry, provide the other Party with a copy of any such filing or, if in written form, communication or inquiry and (iv) consult with the other Party in connection with any inquiry, hearing, investigation or litigation by, or negotiations with, any Governmental Entity relating to the Offer and/or the Merger, including the scheduling of, and strategic planning for, any meetings with any Governmental Entity relating thereto. In exercising the foregoing cooperation rights, the Company and Parent each shall act reasonably, in good faith and as promptly as reasonably practicable. Notwithstanding the foregoing, materials provided pursuant to this Section 5.3 may be reasonably redacted (A) to remove references concerning the valuation of the Company, the Offer and the Merger, (B) as necessary to comply with contractual arrangements, (C) as necessary to address reasonable privilege concerns or (D) as otherwise required by applicable Law.
(d) In furtherance and not in limitation of the covenants of the Parties contained in this AgreementSection 5.3, each of the Parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity in connection with the Applicable Antitrust Laws and to avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing the consummation of the transactions contemplated hereby. For the purposes of this Section 5.3(d), “reasonable best efforts” shall mean taking any and all actions necessary to obtain the Consents or waiting period expirations of any Governmental Entity in connection with the Applicable Antitrust Laws required to consummate the Offer and the Merger prior to the Outside Date, including (i) proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the term “sale, divestiture, license, hold separate, and other disposition of the businesses, assets, products or equity interests of the Company or any of the Company Subsidiaries or any of Parent’s or its Subsidiaries’ other businesses, assets, products or equity interests now owned or hereafter acquired by Parent, (ii) creating, terminating, or amending any existing relationships, ventures, contractual rights or obligations of Parent, the Company or their respective Subsidiaries, (iii) otherwise taking or committing to any action that would limit Parent’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, products or equity interests of Parent or the Company (including any of their respective Subsidiaries) and (iv) making, or causing any Subsidiaries to make, any commitment, or committing to (or causing any Subsidiaries to commit to) make any commitment (to any Governmental Entity in connection with the Applicable Antitrust Laws” means ) regarding the Xxxxxxx Antitrust Actfuture operations of Parent or the Company (including any of their respective Subsidiaries) (the “Regulatory Actions”). Nothing in this Section 5.3 shall require Parent, the Xxxxxxx Company or their respective Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. The Parties shall jointly control the process and strategy for pursuing any such Regulatory Actions.
(e) In furtherance and not in limitation of the covenants of the Parties contained in this Section 5.3, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer and/or the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Act Law, each of 1914the Company and Parent 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 HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having Offer and/or the purpose or effect of monopolization or restraint of trade or competitionMerger.
Appears in 2 contracts
Samples: Merger Agreement (Jacobs Engineering Group Inc /De/), Merger Agreement (Keyw Holding Corp)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC a revised Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC amendments to the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company. Parent shall also use all reasonable efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective reasonable ) all best efforts (i) 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 and Orders to consummate and make effective the Tender Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing (and in the case of Parent's Form A and other insurance regulatory filings, amending and supplementing) as promptly as practicable all documentation to effect all necessary notices, reports and other filings filings, and (and in any event, by filing within ten (10ii) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Tender Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Mergerincluding, (iii) defending any lawsuits or other legal proceedingswithout limitation, whether judicial or administrativeupon request of Parent, challenging this Agreement or all material consents required in connection with the consummation of the Tender Offer and the Merger; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to (ivi) obtaining (sell or hold separate and cooperating with each other agree to sell or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in obtaining) any consentassets or businesses of Parent, approval of, waiver the Company or any exemption byof their respective Affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any non-governmental third partyof its assets or businesses) or (ii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in each either case, could, in the judgment of the Board of Parent, materially and adversely impact the economic or business benefits to Parent of the transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Tender Offer, the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Tender Offer, the Merger and the other transactions contemplated hereby except by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively.
(e) The Company shall enter into and cooperate with prior written consent Parent in Parent's attempts to cause each of the other Party. None persons listed in Section 6.5(e) of the Parties shall knowingly take, cause or permit Company Disclosure Schedule to be taken or omit enter into prior to take any action which such party reasonably expects is likely to materially delay or prevent the earlier of the consummation of the contemplated transactionsTender Offer and the Effective Time an Amendment of Severance Agreement in the form attached hereto as Exhibit B or C, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionas applicable.
Appears in 2 contracts
Samples: Merger Agreement (American Bankers Insurance Group Inc), Merger Agreement (Cendant Corp)
Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including, without limitation, Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger transactions contemplated hereby as promptly as practicable, (ii) as promptly as reasonably practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries, or otherwise reasonably requested by Parent, in connection with the authorization, execution and delivery of this Agreement and the other consummation of the transactions contemplated by hereby, (iii) as promptly as reasonably practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement as expeditiously as possibleand the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, including (B) the HSR Act, any similar foreign filings and any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) preparing and filing all documentation keeping the other apprised of the status of matters relating to effect all necessary noticesthe completion of the transactions contemplated hereby, reports and (ii) providing copies of written notices or other filings (and in communications received by such party or any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsinformation, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including, without limitation, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its reasonable best efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, (iiParent and the Company agree that nothing contained in this Section 7.6(a) satisfying the conditions shall modify or affect their respective rights and responsibilities under Section 7.6(b). Neither party shall permit any of its officers or any other representatives or agents to consummating the Mergerparticipate in any meeting or proceeding with any Governmental Entity in respect of any filings, (iii) defending any lawsuits investigation or other legal proceedings, whether judicial or administrative, challenging inquiry in connection with the transactions contemplated by this Agreement or unless it consults with the consummation of the Merger, (iv) obtaining (and cooperating with each other party in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each caseadvance and, to the extent necessarypermitted by such Governmental Entity, proper gives the other party and its outside counsel the opportunity to attend and participate at such meeting or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementproceeding.
(b) Subject to Section 6.6(c)the terms hereof, in each of Parent and the event that the parties receive a request for information or documentary material pursuant Company agree, and shall cause each of their respective Subsidiaries, to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed cooperate and to by the Company, the Parties will use their commercially reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel obtain any government clearances or approvals required for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period Closing under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914Act, as amended, the HSR Act Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all any other federal, state and or foreign statutesLaw, rules, regulations, orders, decrees and other Laws and Orders that are regulation or decree designed or intended to prohibit, restrict or regulate actions having for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or competitionjudicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law; provided, however, that (i) nothing in this Agreement, including without limitation, this Section 7.6, shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumberment by the Company of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company to take any of the foregoing actions) or to agree to any material changes (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, of any such assets, licenses, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Company and (ii) nothing in this Agreement shall require, or be construed to require, Parent or any of its Affiliates to take any other action under this Section 7.6 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. The Company and Parent will each request early termination of the waiting period with respect to the Merger under the HSR Act. Subject to applicable Laws relating to the exchange of information, Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder.
(c) During the Pre-Closing Period, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent of its Knowledge of (i) the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, (ii) any material failure of Parent and Merger Sub or the Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or (iii) any material actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Niku Corp), Merger Agreement (Computer Associates International Inc)
Filings; Other Actions; Notification. (a) The Each of Parent and the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger, the Bank Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblereasonably practicable, including (i) preparing commercially reasonable efforts to prepare and filing file, or in the case of Parent cause to be filed, all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all permits, consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party parties and/or any Governmental Entity Authorities in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby, it being understood that, unless Parent shall otherwise determine in its sole discretion, the initial application for consent, approval or authorization to the Merger, the Bank Merger or, if Parent elects, any merger of the Company with and into Parent or any of the other transactions contemplated hereby with the Federal Reserve Board and the CDBO shall be filed on the basis of financial information for the quarter ended March 31, 2014 and any such application shall be filed as soon as reasonably practicable after May 15, 2014. Subject to applicable Laws relating to the exchange of information, Parent shall have the right to direct all matters with any Governmental Authority; provided that each of Parent and the Company shall have the right to review in advance, and to the extent practicable, each shall consult with the other on, all written information submitted to any third party and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, (ii) satisfying other than any confidential information. In exercising the conditions foregoing right, each of such parties agrees to consummating act reasonably and as promptly as reasonably practicable. Parent and the Merger, (iii) defending any lawsuits or Company agree that each shall consult with the other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating party with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, respect to the extent necessaryobtaining of all permits, proper consents, approvals and authorizations of all third parties and/or Governmental Authorities necessary or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and each party shall keep the other party reasonably apprised of the status of matters relating to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety completion of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except (including reasonably promptly furnishing the other with prior written consent copies of the non-confidential portions of notices or other Partycommunications received by Parent or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger, the Bank Merger and the other transactions contemplated by this Agreement). None Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Parties shall knowingly takeEffective Time (but regardless when the action, cause condition or permit restriction is to be taken or omit implemented), to take (i) have a Material Adverse Effect with respect to Parent, Surviving Corporation or the Surviving Bank or (ii) require the sale, divestiture, lease, license, transfer, disposition of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber by Parent or the Company or any action which such party reasonably expects is likely of its respective Subsidiaries or the Surviving Corporation of any material portion of their respective assets (with respect to materially delay (i) or prevent consummation of the contemplated transactions(ii), unless otherwise agreed to by the Parties. As used in this Agreement, the term a “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionMaterially Burdensome Regulatory Condition”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Merger Agreement (Hanmi Financial Corp)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use all reasonable best efforts to to, take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports reports, applications and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement, including (i) contesting any legal proceeding challenging the Merger; and (ii) satisfying the conditions to consummating the Merger, (iii) defending execution of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby hereby. Subject to Applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to fully carry out the purposes extent practicable each will consult the other with respect to all the information relating to Parent or the Company, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(b) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent or the Company to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(bc) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of from any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Merger Agreement (Vitaminshoppe Com Inc), Merger Agreement (Vitamin Shoppe Industries)
Filings; Other Actions; Notification. (a) The Company Each of Buyer and Parent shall, subject to Sections 6.2 and 6.3, each Seller (insofar as he is able) shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use reasonable best efforts endeavours 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 and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) Consents and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Permits necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or Transactions. Subject to (i) applicable Laws relating to the exchange of information and the direction of any of the other transactions contemplated by this Agreement, Governmental Authority and (ii) satisfying matters that Sellers or Buyer reasonably determines should not be disclosed to the conditions other due to consummating confidentiality concerns, Buyer, on the Mergerone hand, (iii) defending any lawsuits or and Sellers, on the other legal proceedingshand, whether judicial or administrativeshall have the right to review in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Buyer or advisable Sellers and their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Transactions. In exercising the foregoing right, each of the Sellers and (v) executing Buyer shall act reasonably and delivering any as promptly as practicable. Without limiting the foregoing, the Buyer and each Seller shall, insofar as he is able, use its or his reasonable additional instruments endeavors to cause all necessary or advisable filings with all Governmental Authorities in connection with UK competition laws to consummate be made as promptly as practicable on or after the transactions contemplated hereby and to fully carry out the purposes date of this Agreement. Each of Buyer and each Seller (on his own behalf) will respond promptly under the circumstances to any requests for additional information by any Governmental Authority in connection with the Transactions, including promptly filing a response to any request for additional information and/or documentary materials from any applicable Governmental Authority in connection with its review of the Transactions pursuant to UK competition laws. Notwithstanding that the Transactions may complete prior to any applicable Governmental Authority commencing and/or concluding a review of the Transactions pursuant to UK competition laws, the Sellers will at all times, insofar as they are able, provide the assistance described in this Section 4.2(a) until the conclusion of any such review.
(b) Subject to Section 6.6(c)applicable Laws relating to the exchange of information and the direction of any Governmental Authority, each of the Sellers (insofar as he is able) and Buyer shall, upon the reasonable request by the other, furnish or cause to be furnished to the other all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be necessary or advisable, in the event opinion of the Buyer acting reasonably, in connection with any statement, submission, filing, notice or application made by or on behalf of Buyer or the Sellers or any of their respective Affiliates to any Governmental Authority in connection with the approval of or Consent to the Transactions (including in connection with all approvals required or advisable under UK competition laws, and notwithstanding that the parties receive Transactions may complete prior to any applicable Governmental Authority commencing and/or concluding a request for information or documentary material review of the Transactions pursuant to UK competition laws).
(c) Subject to applicable Laws relating to the HSR Act exchange of information and the direction of any Governmental Authority, (i) each of the Sellers and Buyer shall keep the other apprised of the status of matters for which it is responsible relating to completion of the Transactions, including (A) promptly furnishing the other with copies of notices or other communications received by Buyer or the Sellers, or their respective Affiliates, as the case may be, from any third party or any Governmental Authority and (B) promptly informing the other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement discussions with any such third party or Governmental Entity Authority, in each case with respect to delay the transactions contemplated hereby except Transactions (including in connection with prior written consent all approvals required or advisable under UK competition laws; (ii) each Seller, insofar as he is able, shall give prompt notice to Buyer of the other Party. None of the Parties shall knowingly takeany change that could reasonably have a Material Adverse Effect or prevent, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation materially impair the ability of the contemplated transactionsSellers to consummate the Transactions; (iii) Buyer shall give prompt notice to Sellers of any change that could reasonably prevent, unless otherwise agreed materially delay or materially impair the ability of Buyer to by consummate the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.Transactions; and
Appears in 2 contracts
Samples: Investment, Shareholders’ and Stock Purchase Agreement (Mens Wearhouse Inc), Investment, Shareholders’ and Stock Purchase Agreement (Mens Wearhouse Inc)
Filings; Other Actions; Notification. (a) Parent and the Company shall each use reasonable best efforts to cause to be delivered to each party and the directors of each party a letter from its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the parties and the directors of each party, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(b) The Company and Parent each shall, subject upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to Sections 6.2 any third party and/or any Governmental Entity in connection with the Merger and 6.3the transactions contemplated by this Agreement.
(c) Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possibleAgreement, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing x) within ten forty-five (1045) Business Days after days of the date hereof (or as mutually agreed by the parties hereto), in the case of this Agreement a filing under the notificationsHSR Act, filings and other information required but only if prior to be filed the end of such forty-five (45) day period, the Company has not entered into a definitive agreement with respect to a transaction which, if consummated, would result in a filing under the HSR Act and as promptly as practicable in the case of all other filings not being required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(iihereby and (y) as promptly as reasonably practicable after the date hereof in the case of the Company Disclosure Letterfilings with non-U.S. Governmental Entities and (ii) and to obtain as expeditiously as possible obtaining all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, however, that except as set forth in clause (iie) satisfying below, nothing in this Agreement, including this Section 6.5, shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the conditions Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consummating the Mergerconsent to any sale, (iii) defending any lawsuits divestiture, lease, license, transfer, disposition or other legal proceedingsencumbrance by the Company of any of its assets, whether judicial licenses, operations, rights, product lines, businesses or administrativeinterest therein, challenging this Agreement loss of ability to set off for tax purposes in the future any and all losses accumulated by the Company or to any agreement by the consummation Company to take any of the Mergerforegoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, (iv) obtaining (or other impairment of Parent’s ability to own or operate, of any such assets, licenses, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation. Subject to applicable Laws relating to the exchange of information, Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult with the other on and consider in good faith the views of the other in connection with, proper all of the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (vincluding the Prospectus/Proxy Statement). In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) executing In furtherance of, and delivering not in limitation of the foregoing, the parties shall use their respective reasonable best efforts to respond promptly to any reasonable requests for additional instruments necessary information made by any Governmental Entity with respect to consummate antitrust or competition matters, and to cause the waiting periods under the HSR Act and other similar Law applicable to the transactions contemplated hereby and to fully carry out terminate or expire at the purposes earliest possible date after the date of this Agreement.
(b) Subject to Section 6.6(c), in the event that the filing. The parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall hereto agree not to extend directly or indirectly any waiting period under the HSR Act or any other Antitrust Laws similar Law or enter into any agreement with any a Governmental Entity to delay or not to consummate the transactions contemplated hereby Merger, except with the prior written consent of the other Partyparties hereto. None of the Parties shall knowingly take, cause If any administrative or permit judicial action or proceeding is instituted (or threatened to be taken instituted) challenging the Merger or omit to take the transactions contemplated by this Agreement as violative of any action which such party reasonably expects is likely to antitrust or competition Law, or if any antitrust or competition Order enacted, entered, promulgated or enforced by a Governmental Entity that would make the Merger or the other transactions contemplated by this Agreement illegal or would otherwise prohibit or materially impair or delay or prevent the consummation of the Merger or the other transactions contemplated by this Agreement, then, subject to Section 6.5(e), each of Parent and Merger Sub shall use its reasonable best efforts to contest and resist any such action or proceeding and shall use its reasonable best efforts to have vacated, lifted, reversed or overturned any antitrust or competition Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such Order repealed, rescinded or made inapplicable so as to permit consummation of the Merger and such other transactions, unless otherwise agreed .
(e) Notwithstanding anything to by the Parties. As used contrary contained in this Agreement, the term parties hereby agree and acknowledge that neither this Section 6.5 nor the “Antitrust Lawsreasonable best efforts” means standard nor any other provision of this Agreement shall require, or be construed to require, other than as set forth in the Xxxxxxx Antitrust Actproviso below, Parent or any of its Subsidiaries or other Affiliates, in order to obtain any approvals or otherwise, to (i)(A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Xxxxxxx Antitrust Act Company or the Surviving Corporation (or any of 1914their respective Subsidiaries or other Affiliates), or (ii) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the HSR Act Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates); provided, however, that Parent’s “reasonable best efforts” for purposes of Sections 6.5(c) and (d) shall include a requirement by Parent to agree to sell or otherwise dispose of, and to sell or otherwise dispose of, businesses or assets that, except as set forth in Schedule 6.5(e), in the aggregate, produced aggregate gross revenues in an amount not in excess of $124 million (subject to adjustment as provided in Section 6.6) for Parent, the Company and their respective Subsidiaries during the 2009 fiscal year (the “Maximum Divestiture Commitment”), calculated in accordance with GAAP, on a basis consistent with the accounting principles used in preparing their respective 2009 financial statements included in the Company SEC Reports or Parent SEC Reports, as applicable, if such action should be reasonably necessary to (x) obtain any consent or approval required for the consummation of the Merger under Section 7.1(c) or (y) eliminate, terminate or remove the issuance of any Order described in Section 7.1(d), to the extent related to antitrust or competition matters, or (z) eliminate, resolve, settle or terminate any suit, action or proceeding related to antitrust or competition matters described in Section 7.2(c), in each case prior to August 20, 2011 (if the Termination Date is not extended as provided in Section 8.2) or November 21, 2011 (if the Termination Date is so extended). Notwithstanding the foregoing, however, Parent shall not be required to agree to any such dispositions (and shall be entitled in good faith to contest any threatened or pending litigation or proceeding brought by any Governmental Entity) unless failure to do so would result in the closing conditions not being met hereunder prior to the earlier of (1) the termination of this Agreement and (2) Xxxxxx 00, 0000 (xx the Termination Date is not extended as provided in Section 8.2), or November 21, 2011 (if the Termination Date is so extended). For the avoidance of doubt, when calculating amounts under this Section 6.5(e), 6.5(d), 7.1(c) or 7.2(c), all dispositions or changes in scope of operations that have been or are obligated to be undertaken (or with respect to which written undertakings have been given to a Governmental Entity) or are required to be disregarded (in the case of Section 7.2(c)) with respect to the assets, licenses, operations, rights, product lines, business or interests of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other federalAffiliates) for the purposes described in the preceding sentence shall be aggregated together to determine whether the dollar limits set forth herein have been met or exceeded.
(f) Subject to applicable Law and as required by any Governmental Entity, state the Company and foreign statutesParent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, rulesincluding promptly furnishing the other with copies of notices or other communications received by Parent or the Company, regulationsas the case may be, ordersor any of its Subsidiaries, decrees from any third party and/or any Governmental Entity with respect to such transactions, and, subject to applicable Law, shall permit the other party to review in advance any proposed written communication to any such Governmental Entity and shall incorporate the other Laws party’s reasonable comments. Neither Parent nor the Company shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and Orders participate thereat.
(g) Parent and the Company each shall give prompt notice to the other of any change, fact or condition that are designed is reasonably likely to result in a Company Material Adverse Effect or intended a Parent Material Adverse Effect, respectively, or of any failure of any condition to prohibit, restrict or regulate actions having the purpose or other party’s obligations to effect of monopolization or restraint of trade or competitionthe Merger.
Appears in 2 contracts
Samples: Merger Agreement (Hypercom Corp), Merger Agreement (Verifone Systems, Inc.)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare, and the Company shall file with the SEC, the Prospectus/Proxy Statement and the Transaction Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use its best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company.
(b) The Company and Parent shalleach shall use its best efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, subject dated the date on which the S-4 Registration Statement shall become effective, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(c) The Company and Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. Subject to applicable laws relating to the exchange of information, (ii) satisfying Parent and the conditions Company shall have the right to consummating the Mergerreview in advance, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)comple- tion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Merger Agreement (Western National Corp), Merger Agreement (American General Corp /Tx/)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the respective stockholders of each of the Company and Parent. Parent shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and the Stock Option Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shalleach shall use all reasonable efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, subject dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(c) The Company and Parent each shall from the date hereof until the Effective Time cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its 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, the Stock Option Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement and the Stock Option Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell or to discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any of its assets or businesses) or (ii) satisfying agree to any conditions relating to, or changes or restriction in, the conditions operations of any such asset or businesses which, in either case would be reasonably expected to consummating materially and adversely impact the Merger, (iii) defending any lawsuits economic or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation business benefits to Parent of the Mergertransactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and to fully carry out the purposes of this Stock Option Agreement.
(be) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of by this Agreement and the Stock Option Agreement. The Company and Parent each shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a Company Material Adverse Effect or prevent consummation of the contemplated transactionsParent Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 2 contracts
Samples: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)
Filings; Other Actions; Notification. (a) If a vote of the Company's stockholders is required by law in order to consummate the Merger, the Company shall promptly, following consummation of the Offer, prepare and file with the SEC the Proxy Statement, which shall include the recommendation of the Company's Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) Upon and subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.3 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any material assets, businesses or any interest in any material assets or businesses of Parent, the Company or any of their respective Affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) satisfying or to agree to any material change in or material restriction on the conditions operations of any such assets or businesses; provided, further, that nothing in this Section 6.3 shall require, or be construed to consummating require, a proffer or agreement that would, in the reasonable judgment of Parent, be likely to have a material adverse effect on the anticipated financial condition, properties, business or results of operations of the Parent and its Subsidiaries after the Merger, (iii) defending taken as a whole, in order to obtain any lawsuits necessary or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any advisable consent, approval ofregistration, waiver approval, permit or authorization from any exemption byGovernmental Agency. Subject to applicable Laws relating to the exchange of information, any non-governmental third partyParent and the Company shall have the right to review in advance, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement. In exercising the foregoing right, the Company and Parent shall act reasonably and as promptly as practicable.
(c) Each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with filings pursuant to the HSR Act, the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity or other Person (including the NASD) in connection with the Offer, the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject Each of the Company and Parent shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of their respective Subsidiaries, from any agreement with third party and/or any Governmental Entity alleging that the consent of such third party or Governmental Entity is or may be required with respect to delay the Offer, the Merger and the other transactions contemplated hereby except with prior written consent by this Agreement. Each of the Company and Parent shall give prompt notice to the other Party. None of (i) the occurrence or non-occurrence of any fact or event which would be reasonably likely (x) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or (y) to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied and (ii) any failure of the Parties shall knowingly takeCompany, cause Parent or permit Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be taken complied with or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to satisfied by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionit hereunder.
Appears in 2 contracts
Samples: Merger Agreement (International Technology Corp), Merger Agreement (Fluor Daniel Gti Inc)
Filings; Other Actions; Notification. (a) The Parent and the Company shall as promptly as practicable prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company and of Parent. Parent shall also use all reasonable efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) Parent and the Company shall promptly prepare and file as soon as practicable after the date hereof all documents required to be filed with the United States Federal Trade Commission and the Department of Justice in order to comply with the HSR Act. Parent and the Company shall promptly furnish all materials thereafter required in connection therewith.
(c) Each of the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries its subsidiaries to use, their respective reasonable ) all best efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders laws to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and (and in any event, by filing within ten (10ii) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in connection with, as a result of or in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Mergerincluding, (iii) defending any lawsuits or other legal proceedingswithout limitation, whether judicial or administrativeupon request of Parent, challenging this Agreement or all material consents required in connection with the consummation of the Offer and the Merger; provided, however, that nothing in this Section 6.01 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to (ivi) obtaining (sell or hold separate and cooperating with each other agree to sell or to discontinue to or limit, before or after the Effective Time, any assets, businesses or interest in obtaining) any consentassets or businesses of Parent, approval of, waiver the Company or any exemption byof their respective affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any non-governmental third partyof its assets or businesses) or (ii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in each either case, could, in the judgment of Parent, materially and adversely impact the economic or business benefits to Parent of the transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) Each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Offer Documents, the Schedule 14D-1, the Schedule 14D-9, the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective subsidiaries to any third party or Governmental Entity in connection with the Offer, the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject Each of the Company and Parent shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws of its subsidiaries, from any third party or enter into any agreement with any Governmental Entity with respect to delay the Offer, the Merger and the other transactions contemplated hereby except by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable.
(f) The Company shall provide Parent with prior written consent a certificate, satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-3, that the Company was not a United States real property holding corporation within the meaning of Section 897(c) of the other Party. None Code within any time during each of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects five-year periods ending on the dates the Offer is likely to materially delay or prevent consummation of consummated and the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionEffective Time occurs.
Appears in 2 contracts
Samples: Merger Agreement (Superior Telecom Inc), Merger Agreement (Superior Telecom Inc)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly after the date of this Agreement prepare and Parent shall file with the SEC the S-4 Registration Statement as promptly as practicable thereafter. Parent shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall promptly thereafter mail the Prospectus/Proxy Statement to the holders of Shares.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10no later than 20 business days after Parent’s receipt of the schedule to be provided by the Company pursuant to Section 6.1(ii)(A) Business Days after the date of this Agreement the notifications, filings and other information all applications required to be filed with the FCC and the notification and required form under the HSR Act and as promptly as practicable in Act; provided, however, that the case failure to file within 20 business days will not constitute a breach of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letterthis Agreement) and to obtain as expeditiously promptly as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, however, that nothing in this Section 6.5 (i) shall require, or be construed to require, Parent or the Company to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries, or to cause their respective Subsidiaries to do or agree to do any of the foregoing, in each case that would take effect prior to the Effective Time, or (ii) satisfying shall require, or be construed to require, Parent or the conditions Company to consummating take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries, or to cause their respective Subsidiaries to do or agree to do any of the foregoing, if any such action, failure to act, restriction or agreement, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or a material adverse effect on Parent and its Subsidiaries following the Effective Time (it being understood that, for this purpose, materiality shall be considered by reference to the properties, assets, liabilities, business and 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), in each case applying the principles set forth in Section 6.5(b) of the Company Disclosure Letter (a “Specified Material Adverse Effect”). Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the S-4 Registration 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) To the extent permitted by law, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Affiliates to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(d) Subject to applicable Laws and the instructions of any Governmental Entity, 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 notices or other 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. The Company shall give prompt notice to Parent of any change, fact or condition of which any of its officers has knowledge that is reasonably expected to result in a Material Adverse Effect or of any failure of any condition to Parent’s obligations to effect the Merger. Parent shall give prompt notice to the Company of any change, fact or condition of which any of its officers has knowledge that is reasonably expected to result in a Parent Material Adverse Effect or of any failure of any condition to the Company’s obligations to effect the Merger.
(iiie) defending Subject to the second proviso set forth in Section 6.5(b), Parent’s and the Company’s obligations under this Section 6.5 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each Merger or the other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c)hereby, in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their including using reasonable best efforts to submit an appropriate response to, and seek to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during have any stay or other injunctive relief which would prevent or materially delay or impair the entirety consummation of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent by this Agreement entered by any court or other Governmental Entity reversed on appeal or vacated.
(f) Each of the Company and Parent will promptly notify the other Party. None if it becomes aware of the Parties shall knowingly takeany significant deficiencies in its internal control over financial reporting that, cause alone or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactionscombined with other significant deficiencies, unless otherwise agreed to by the Parties. As used would constitute a material weakness in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionits internal control over financial reporting.
Appears in 2 contracts
Samples: Merger Agreement (At&t Corp), Merger Agreement (SBC Communications Inc)
Filings; Other Actions; Notification. (a) The CPI, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, use their respective reasonable best efforts to take or cause to be taken all appropriate actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement Assets Purchase as expeditiously promptly as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or Mergers. Subject to applicable Laws and the terms of any relevant agreements with third parties relating to the exchange of information, Parent and the other transactions contemplated by this AgreementCompany shall have the right to review in advance, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent, CPI or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Mergers and the Assets Purchase. In exercising the foregoing right, each of CPI, the Company and Parent shall act reasonably and as promptly as practicable.
(b) CPI, the Company and Parent, CPI Merger Sub and Company Merger Sub each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of Parent, CPI, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Mergers.
(c) CPI, the Company and Parent, CPI Merger Sub and (v) executing and delivering any reasonable additional instruments necessary Company Merger Sub each shall keep the other apprised of the status of matters relating to consummate completion of the transactions contemplated hereby hereby, including promptly furnishing the other with copies of notice or other communications received by Parent, CPI or the Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Mergers and the Assets Purchase (to the extent such notice would have any material effect on Parent); provided, however, that in respect of any communication to or from any Governmental Entities relating to the Mergers, each Party shall afford the other Party with advance notice of, and a meaningful opportunity to participate in, any such communications, including, without limitation, a right to attend, with advisors present, any meetings (telephonic or in person) with such Governmental Entities.
(d) Without limiting the generality of the undertakings pursuant to this Section 6.5, the Company (in the case of clauses (i) and (iii)) and Parent, CPI Merger Sub and Company Merger Sub (in all cases set forth below) agree to take or cause to be taken the following actions: (i) provide promptly to any and all federal, state, local or foreign courts or Governmental Entities with jurisdiction over enforcement of any applicable antitrust laws (each, a "Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Mergers; (ii) the proffer by Parent of its willingness to sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, such assets, categories of assets or businesses of the Company or Parent or either's respective Subsidiaries (and to fully carry out enter into agreements with the purposes relevant Government Antitrust Entity giving effect thereto) no later than 90 days from the date of this Agreement if such action should be reasonably necessary or advisable to avoid the commencement of a proceeding to delay, restrain, enjoin or otherwise prohibit consummation of the Mergers by any Government Antitrust Entity; and (iii) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Mergers in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Mergers, any and all reasonable steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) of this paragraph) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement.
(be) Subject to Without limiting the generality of Section 6.6(c6.5(a), in the event that the parties receive a request for information or documentary material pursuant Company agrees to the HSR Act or any other Antitrust Laws (a “Second Request”)provide, unless otherwise agreed to by the Company, the Parties will and shall cause its Subsidiaries and shall use their its reasonable best efforts to submit an appropriate response tocause its and their respective officers, employees and advisors, including KPMG, to certify compliance withprovide, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during reasonable assistance to Parent in connection with the entirety completion of any such Second Request review process. Neither Party shall agree the Debt Financing contemplated in the Debt Commitment Letter to extend any waiting period under be consummated contemporaneously with or at or after the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay Closing in respect of the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement; provided, however, that the term “Antitrust Laws” means foregoing does not require the Xxxxxxx Antitrust Actexecutive officers of the Company to travel outside New York City.
(f) Without limiting the generality of Section 6.5(a), Parent hereby agrees to use its reasonable best efforts to enter into definitive documentation with respect to the Xxxxxxx Antitrust Act Debt Financing as provided for in the Debt Commitment Letter on substantially the same terms reflected in the Debt Commitment Letter, including using its reasonable best efforts to satisfy all conditions applicable to Parent in such definitive agreements. Parent hereby further agrees to use its reasonable best efforts to negotiate substantially complete forms (subject to customary review and comment by the banks in the syndicate group) of 1914definitive agreements with respect thereto prior to the mailing of the Proxy Statement (although signing may be delayed until a later date). Parent will keep the Company informed on a regular ongoing basis of the status of the efforts to obtain such Debt Financing. In the event any portion of such Debt Financing becomes unavailable in the manner or from the sources originally contemplated, the HSR Act Parent will use its reasonable best efforts to obtain any such portion from alternative sources on substantially comparable terms, if available, or if not substantially comparable, on terms and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended conditions reasonably satisfactory to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carter Wallace Inc /De/), Agreement and Plan of Merger (MCC Acquisition Holdings Corp)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (and the Company shall cooperate with Parent in connection therewith), and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company. Parent shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, each shall cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including as required by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure LetterHealth Benefit Laws) and to obtain as expeditiously promptly as possible practicable all consents, waivers, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any of its assets or businesses) or (ii) satisfying agree to any material conditions relating to, or material changes or restriction in, the conditions operations of any such asset or businesses. Subject to consummating applicable Laws relating to the Mergerexchange of information, (iii) defending any lawsuits or other legal proceedingsParent and the Company shall have the right to review in advance, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of by this Agreement. The Company and Parent each shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a Company Material Adverse Effect or prevent consummation of the contemplated transactionsParent Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Emergent Group Inc/Ny), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc)
Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by this Agreement as expeditiously as possiblethe Company or Parent or any of their Subsidiaries, including (i) preparing or otherwise reasonably requested by Parent, in connection with the authorization, execution and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date delivery of this Agreement and the notificationsconsummation of the transactions contemplated hereby, filings (iii) as promptly as practicable, make all necessary filings, and thereafter make any other information required submissions, with respect to be filed this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) the HSR Act and as promptly as practicable any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the case views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) keeping the other filings required under apprised of the status of matters relating to the completion of the transactions contemplated hereby, (ii) providing copies of written notices or other communications received by such party or any Foreign Competition Laws of its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsinformation, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including, without limitation, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its reasonable best efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, (iiParent and the Company agree that nothing contained in this Section 7.6(a) satisfying the conditions shall modify or affect their respective rights and responsibilities under Section 7.6(b). The Company shall not permit any of its officers or any other representatives or agents to consummating the Mergerparticipate in any meeting or proceeding with any Governmental Entity in respect of any filings, (iii) defending any lawsuits investigation or other legal proceedings, whether judicial or administrative, challenging inquiry in connection with the transactions contemplated by this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating unless it consults with each other Parent in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each caseadvance and, to the extent necessarypermitted by such Governmental Entity, proper gives Parent and its outside counsel the opportunity to attend and participate at such meeting or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementproceeding.
(b) Subject to Section 6.6(c)the terms hereof, in each of Parent and the event that the parties receive a request for information or documentary material pursuant Company agree, and shall cause each of their respective Subsidiaries, to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed cooperate and to by the Company, the Parties will use their commercially reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel obtain any government clearances or approvals required for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period Closing under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914Act, as amended, the HSR Act Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all any other federal, state and or foreign statutesLaw, rules, regulations, orders, decrees and other Laws and Orders that are regulation or decree designed or intended to prohibit, restrict or regulate actions having for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or competitionjudicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding the foregoing or any other provision in this Agreement, (i) nothing in this Agreement shall require, or be construed to require, Parent or any of its Affiliates to proffer to, or agree to, sell, license, lease, transfer or otherwise encumber or hold separate and agree to sell, license, lease, transfer or otherwise encumber before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, license, lease, transfer or other encumbrance or agreement to sell, license, lease, transfer or otherwise encumber by the Company of any of its assets or businesses) or to agree to any material changes (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, the operations of any such assets or businesses or Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation and (ii) nothing in this Agreement shall require, or be construed to require, Parent or any of its Affiliates to take any other action under this Section 7.6 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. The Company and Parent will each request early termination of the waiting period with respect to the Merger under the HSR Act.
(c) During the Pre-Closing Period, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, (b) any material failure of Parent and Merger Sub or the Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or (c) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger. Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Concord Communications Inc)
Filings; Other Actions; Notification. (a) A vote of the Company's stockholders is required by law in order to consummate the transactions contemplated hereunder. Accordingly, the Company shall promptly prepare and file with the SEC a Proxy Statement (as defined in Section 4.6 below), which shall include the recommendation of the Company's Board of Directors that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Fairness Opinion. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and Parent shall, promptly thereafter mail the Proxy Statement to the stockholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the consummations of the transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) Upon and subject to Sections 6.2 the terms and 6.3conditions set forth in this Agreement, the Company and the Buyer shall cooperate with each other and use, use (and shall cause their respective Subsidiaries subsidiaries to use, their respective ) all 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 under this Agreement and applicable Laws and Orders laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement; provided, however, that nothing in this Section 4.5 shall require, or be construed to require, the Company or the Buyer to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Closing Date, any material assets, businesses or any interest in any material assets or businesses of the Buyer, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) or to agree to any material change in or material restriction on the operations of any such assets or businesses; provided, further, that nothing in this Section shall require, or be construed to require, a proffer or agreement that would, in the reasonable judgment of the Company or the Buyer, as the case may be, be likely to have a material adverse effect on the anticipated financial condition, properties, business or results of operations of the Company and its subsidiaries or the Buyer and its subsidiaries, as the case may be, after the consummation of the transactions contemplated herein, taken as a whole, in order to obtain any necessary or advisable consent, registration, approval, permit or authorization from any Governmental Entity. Subject to applicable laws relating to the exchange of information, the Buyer and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the Buyer or the Company, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement, (ii) satisfying including the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, Proxy Statement to the extent necessaryit describes the transactions set forth herein. In exercising the foregoing right, proper the Company and the Buyer shall act reasonably and as promptly as practicable.
(c) Each of the Company and the Buyer shall, upon request by the other, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with filings pursuant to the Merger and HSR Act, the Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Buyer, the Company or any of their respective subsidiaries to any governmental entity or other person (vincluding the NASD) executing and delivering any reasonable additional instruments necessary to consummate in connection with the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject Each of the Company and the Buyer shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that other with copies of notices or other communications received by the parties receive a request for information Buyer or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws of their respective subsidiaries, from any third party and/or any governmental entity alleging that the consent of such third party or enter into any agreement governmental entity is or may be required with any Governmental Entity respect to delay the transactions contemplated hereby except with prior written consent by this Agreement. Each of the Company and the Buyer shall give prompt notice to the other Party. None of (i) the occurrence or non-occurrence of any fact or event which would be reasonably likely (x) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date or (y) to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied and (ii) any failure of the Parties shall knowingly takeCompany or the Buyer, cause as the case may be, to comply with or permit satisfy any covenant, condition or agreement to be taken complied with or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to satisfied by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionit hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Geac Computer Systems Inc), Intellectual Property Rights Purchase Agreement (Geac Computer Systems Inc)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the respective stockholders of each of the Company and Parent. Parent shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shalleach shall use all reasonable efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, subject dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(c) The Company and Parent each shall from the date hereof until the Effective Time cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement.
(d) The Company and Parent each shall, (ii) satisfying upon request by the conditions to consummating other, furnish the Mergerother with all information concerning itself, (iii) defending any lawsuits or its Subsidiaries, directors, executive officers and stockholders and such other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any governmental entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts case may be, or any of its Subsidiaries, from any third party and/or any governmental entity with respect to submit an appropriate response to, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety other of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a Company Material Adverse Effect or prevent consummation of the contemplated transactionsParent Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 2 contracts
Samples: Merger Agreement (Youth Services International Inc), Merger Agreement (Correctional Services Corp)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject Subject to Sections 6.2 4.6(b) and 6.34.6(c), Seller and Purchaser shall cooperate with each other and use, and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by Transaction as promptly as reasonably practicable (it being understood that nothing contained in this Agreement as expeditiously as possibleshall require Purchaser to reach any agreements or understandings in connection with obtaining any consents, approvals, permits or authorizations prior to a time in advance of the Termination Date sufficient to permit satisfaction of the conditions to the Closing by the Termination Date), including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 10 days after the date of this Agreement hereof, the notificationsnotification and required form under the HSR Act, filings and other information by filing no later than 30 days after the date hereof, all applications required to be filed under with the HSR Act and FCC; provided, however, that the failure to file within such 10 or 30 day period, as applicable, will not constitute a breach of this Agreement); (ii) subject to the foregoing, obtaining as promptly as reasonably practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement, (ii) satisfying the conditions to consummating the Merger, Transaction; (iii) furnishing all information required for any application or other filing to be made pursuant to any applicable Laws in connection with the Transaction; (iv) keeping the other parties informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the Transaction; (v) negotiating, proposing and/or agreeing to Divestiture Sales and other actions, restrictions, limitations or conditions required to obtain any consents, registrations, approvals, permits or authorizations in connection with the Transaction; and (vi) defending against the entry of any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerTransaction. Without limiting the foregoing and subject to Sections 4.6(b) and 4.6(c), (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, prior to the extent necessaryClosing, proper Seller and Purchaser shall not, and Seller shall cause Global and its Subsidiaries not to, knowingly take any action, or advisable in connection knowingly fail to take any action, that would reasonably be likely to materially delay or interfere with the Merger and (v) executing and delivering any reasonable additional instruments necessary parties’ ability to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementTransaction.
(b) Subject Except as set forth on Schedule 4.6(b)(i) of the Purchaser Disclosure Letter, nothing in this Agreement shall require, or be construed to Section 6.6(c)require, Purchaser or any of its Subsidiaries to take or refrain from taking any action or to agree to any restriction, limitation or condition with respect to (i) Purchaser or any of its Subsidiaries or (ii) the Company or any of the Company’s Subsidiaries that would, in the event case of this clause (ii) only, individually or in the aggregate, reasonably be likely to result in aggregate adverse effects on Purchaser and its Subsidiaries following the Closing (including the Company and its Subsidiaries) being greater than the Material Adverse Amount (the effects of clauses (i) and (ii), a “Regulatory Material Adverse Condition”). For purposes hereof, the adverse effects resulting from (x) Divestiture Sales shall be deemed to be an amount equal to the Divestitures Amount, (y) the matters set forth on Schedule 4.6(b)(i) of the Purchaser Disclosure Letter shall be deemed to be zero, and (z) all other conditions shall be deemed to be 50% of the adverse effects (net of benefits) of such conditions. For the avoidance of doubt, the parties agree that the parties receive imposition of any conditions on Purchaser, the Company or any of their Subsidiaries containing any of the terms set forth on Schedule 4.6(b)(ii) of the Purchaser Disclosure Letter shall be deemed to be a request for information Regulatory Material Adverse Condition. In no event shall Seller, Purchaser or documentary material pursuant any of their respective Subsidiaries be required to agree to any Divestiture Sale or other action, restriction, limitation or condition that is (A) effective prior to immediately before the Closing or (B) effective immediately before the Closing and not conditioned upon the occurrence of the Closing.
(c) Neither Seller nor any of its Subsidiaries shall 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 Transaction without the prior written consent of Purchaser. Subject to applicable Laws relating to the HSR Act or any other Antitrust Laws (a “Second Request”)exchange of information, unless otherwise agreed Seller and Purchaser shall have the right to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response toreview in advance, and to certify compliance the extent practicable each will consult the other on, all of the information relating to Seller or Purchaser, as the case may be, and any of their respective Subsidiaries that appears in any filing made with, such Second Request or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transaction. 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 Transaction and, to the extent reasonably practicable, all telephone calls and meetings with a Governmental Entity regarding the Transaction shall include representatives of Seller and Purchaser. In exercising the foregoing rights, each of Seller and Purchaser shall act and Seller shall cause the Company to act reasonably and as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (At&t Inc.)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten no later than five (105) Business Days business days after the date of this Agreement the notifications, filings notification and other information required to be filed form under the HSR Act and as promptly as practicable in the case of all any other notifications or filings required under by any Foreign Competition Laws with respect other applicable foreign antitrust or competition laws required to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) be filed to consummate any of the Company Disclosure LetterTransactions) and to obtain as expeditiously promptly as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; and provided, further, that nothing in this Section 6.5 (a) shall require, or be construed to require, (i) Parent or the Company to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries, or to cause their respective Subsidiaries to do or agree to do any of the foregoing, in each case that would take effect prior to the Effective Time, or (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Parent or the consummation Company to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries, or to cause their respective Subsidiaries to do or agree to do any of the Mergerforegoing, if any such action, failure to act, restriction or agreement, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on Parent and its Subsidiaries following the Effective Time (iv) obtaining (and cooperating with each other in obtaining) any consentit being understood that, approval offor this purpose, waiver or any exemption by, any non-governmental third party, in each case, materiality shall be considered by reference to the extent necessaryresults of operations, proper or advisable in connection with financial condition, cash flow, assets, liabilities, business and prospects of the Merger Company and (v) executing its Subsidiaries, taken as a whole, rather than that of Parent and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementits Subsidiaries, taken as a whole).
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant applicable Laws relating to the HSR Act exchange of information, (i) 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 notices or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to communications received by Parent or the Company, as the Parties will use their reasonable best efforts case may be, or any of its Subsidiaries, from any third party or any Governmental Entity with respect to submit an appropriate response tothe Merger and the other transactions contemplated by this Agreement, (ii) Parent and the Company shall have the right to review in advance, and to certify compliance the extent practicable each will consult the other on, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) 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, (iv) 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, (iv) the Company shall give Parent the opportunity to participate fully in the conduct of the defense or the settlement of any litigation against the Company and its directors relating to any of the Transactions and the Company shall not settle any such Second Request litigation without Parent’s prior written consent. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) To the extent permitted by applicable Law, the Company and counsel for both parties will closely cooperate during Parent each shall, upon request by the entirety other, furnish the other with all information concerning itself, its affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with (in the case of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act Company) the Offer Documents or (in the case of Parent) the Schedule 14D-9 and Proxy Statement or any other Antitrust Laws statement, filing, notice or enter into application made by or on behalf of Parent, the Company or any agreement with of their respective affiliates to any third party and/or any Governmental Entity to delay in connection with the Offer, the Merger and the other transactions contemplated hereby except with prior written consent of by this Agreement.
(d) The Company shall promptly notify Parent in writing of: (i) the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to discovery by the Parties. As used Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the term “Antitrust Laws” means date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Xxxxxxx Antitrust ActCompany in this Agreement if (y) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (z) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the Xxxxxxx Antitrust Act date of 1914this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the HSR Act timely satisfaction of any condition set forth in Article VII or Exhibit 1 impossible or unlikely or that has had or could reasonably be expected to have a Company Material Adverse Effect. No notification given to Parent pursuant to this Section 6.5(d) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement.
(e) Parent shall promptly notify the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and all other federalthat caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; (ii) any event, state condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and foreign statutesthat would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if (y) such representation or warranty had been made as of the time of the occurrence, rulesexistence or discovery of such event, regulationscondition, ordersfact or circumstance, decrees or (z) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent; and other Laws and Orders (iv) any event, condition, fact or circumstance that are designed would make the timely satisfaction of any condition set forth in Article VII or intended Exhibit 1 impossible or unlikely or that has had or could reasonably be expected to prohibithave a Parent Material Adverse Effect. No notification given to the Company pursuant to this Section 6.5(e) shall limit or otherwise affect any of the representations, restrict warranties, covenants or regulate actions having the purpose or effect obligations of monopolization or restraint of trade or competitionParent contained in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Lowrance Electronics Inc), Merger Agreement (Simrad Yachting As)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly after the date of this Agreement prepare and Parent shall file with the SEC the S-4 Registration Statement as promptly as practicable thereafter. Parent shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall promptly thereafter mail the Prospectus/Proxy Statement to the holders of Shares. Parent and the Company shall timely and properly make all necessary filings with respect to the Merger under the Securities Laws, including filings required under SEC Rules 165, 425 and 14a-12. Parent shall promptly notify the Company of the receipt of all comments of the SEC with respect to the S-4 Registration Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide the Company copies of all correspondence between Parent and/or any of its Representatives and the SEC with respect to the S-4 Registration Statement. Parent and the Company shall each use reasonable best efforts to promptly provide responses to the SEC with respect to all comments received regarding the S-4 Registration Statement from the SEC. Parent will advise the Company, promptly after Parent receives notice thereof, of the time when the S-4 Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order or the suspension of the qualification of Parent Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the S-4 Registration Statement or for additional information.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 10 business days after the date of this Agreement the notifications, filings notification and other information required to be filed form under the HSR Act and as promptly as practicable in Act, provided, however, that the case failure to file within 10 business days will not constitute a breach of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letterthis Agreement) and to obtain as expeditiously as possible prior to the Closing all material consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. Without limitation of the foregoing, (ii) satisfying neither Parent nor the conditions Company shall take any action that would reasonably be expected to consummating materially adversely affect the ability of any party to perform its covenants and obligations under this Agreement, materially delay the Effective Time or materially hinder consummation of the Merger. Without limitation of the foregoing, (iii) defending each of Parent, Merger Sub and the Company agrees to use its best efforts, and to take any lawsuits and all steps necessary, to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States governmental antitrust authority or any other party, so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as practicable, and in no event later than the Termination Date, including, if the applicable waiting period under the HSR Act shall not have previously expired or been terminated, proposing and negotiating, committing to and effecting at the Effective Time, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of such of the assets, properties or businesses to be acquired by Parent pursuant to this Agreement, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other legal proceedingsOrder in any suit or proceeding, whether judicial which would otherwise have the effect of materially delaying or administrative, challenging this Agreement or preventing the consummation of the Mergertransactions contemplated by this Agreement. In the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (ivor threatened to be instituted) obtaining (by a Governmental Entity or private party challenging any of the transactions contemplated by this Agreement or in the event that any Governmental Entity shall otherwise object to any of the transactions contemplated by this Agreement, each of Parent, Merger Sub and cooperating the Company shall cooperate with each other and use best efforts to: (i) vigorously defend, contest and resist any such proceeding, claim, suit or action instituted by a private party; and (ii) have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in obtainingeffect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Nothing in this Section 6.5 shall require, or be construed to require, (i) any consentParent to sell, approval divest or dispose of, waiver or to take or to refrain from taking any action or to agree to any restriction which, in either case, in the sole judgment of Parent, is adverse to Parent with respect to, any assets, properties or businesses of Parent or any exemption byof its Subsidiaries, or to cause any of its Subsidiaries to do or agree to do any of the foregoing, or (ii) the Surviving Corporation or the Company to sell, divest or dispose of all or substantially all of the assets or operations of the Company and its Subsidiaries, taken as a whole. Subject to Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any non-governmental third partyGovernmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the S-4 Registration Statement). To the extent permitted by Law, in each caseparty 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 necessaryreasonably practicable, proper 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) To the extent permitted by Law, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Affiliates to any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject to Section 6.6(c)Law and the instructions of any Governmental Entity, in the event that Company and Parent each shall keep the parties receive a request for information 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 documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will case may be, or any of its Subsidiaries, from any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. The Company shall give prompt notice to Parent of any change, fact or condition of which any of its officers has knowledge that is reasonably expected to result in a Company Material Adverse Effect or of any failure of any condition to Parent’s obligations to effect the Merger. Parent shall give prompt notice to the Company of any change, fact or condition of which any of its officers has knowledge that is reasonably expected to result in a Parent Material Adverse Effect or of any failure of any condition to the Company’s obligations to effect the Merger.
(e) Parent shall use their reasonable its best efforts to submit an appropriate response toobtain the ruling or opinion of legal counsel referred to in Section 4.02(d)(i) and (ii), respectively, of the Tax Responsibility Allocation Agreement between Merck & Co., Inc. (“Merck”) and Parent, dated as of August 12, 2003 or to certify compliance with, such Second Request as promptly as practicable, otherwise obtain the consent of Merck to the Merger and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, to the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionextent required under such agreement.
Appears in 2 contracts
Samples: Merger Agreement (Accredo Health Inc), Merger Agreement (Medco Health Solutions Inc)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company and to the stockholders of Parent. Parent shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shalleach shall use its respective reasonable best efforts to cause to be delivered to the other party and its directors letters of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to the other party and its directors, in form customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(c) The Company and Parent shall cooperate with each other and, subject to Sections 6.2 6.5(d) and 6.3(e), cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and the Stock Option Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as expeditiously soon as possiblepracticable, including (iA) obtaining comfort letters and opinions of their respective accountants and attorneys referred to in Section 6.5(b) and Article VII of this Agreement, (B) preparing and filing as promptly as practicable all documentation documentation, including all additional information requested by any Governmental Entity, to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required to be filed documents (including under the HSR Act (as defined below) and other Competition Laws (as defined below)), and (C) instituting court actions and other proceedings necessary to obtain the approval or clearance required to, or have lifted any injunction or order which would not permit the parties hereto to, consummate the Merger or the other transactions contemplated by this Agreement and the Stock Option Agreement or defending or otherwise opposing all court actions and other proceedings instituted by a Governmental Entity or other Person under the Competition Laws or otherwise for purposes of preventing the consummation of the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement and (ii) to obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, clearances, registrations, approvals, permits, expirations permits and authorizations and to achieve the termination or expiration of all applicable waiting periods 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 and the other transactions contemplated by this Agreement and the Stock Option Agreement. Subject to applicable Laws and existing obligations relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable, including by (i) permitting the other party to review and discuss in advance, and considering in good faith the views of one another in connection with, any proposed written (or any material proposed oral) communication with any Governmental Entity, (ii) satisfying not participating in any meeting with any Governmental Entity unless it consults with the conditions other party in advance and to consummating the Mergerextent permitted by such Governmental Entity gives the other party the opportunity to attend and participate thereat, and (iii) defending furnishing the other party with such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any lawsuits or other legal proceedingsGovernmental Entity; provided, whether judicial or administrativehowever, challenging that subject to its obligations hereunder Parent shall have the right to direct the strategy of the parties in a manner consistent with the terms of this Agreement in any communications, meetings or proceedings with any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel to the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel.
(d) Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use reasonable best efforts to effect (and shall cause its Subsidiaries to commit to and use reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the MergerMerger and (ii) neither Parent nor any of its Subsidiaries shall be required (pursuant to Section 6.5(c) or otherwise) to agree (with respect to (x) Parent or its Subsidiaries or (y) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent or the Company.
(ive) obtaining (and cooperating Except as provided below, nothing in this Section 6.5 or any other part of this Agreement shall require Parent to refrain from entering into any agreement with each respect to, or issuing Parent Common Stock or other consideration in obtaining) any consentconnection with, approval a business combination with, or an acquisition of, waiver or any exemption by, any non-governmental a third party, in each case, party after the date of this Agreement and prior to the extent necessaryEffective Time (a "Subsequent Transaction"); provided, proper however, that (i) the aggregate fair market value of the consideration paid or to be paid by Parent in all such Subsequent Transactions shall not exceed $1.5 billion and the fair market value of the consideration paid or to be paid by Parent in any individual Subsequent Transaction shall not exceed $750 million (provided that these amounts may be exceeded with the consent of the Company's Chief Executive Officer) and (ii) Parent has a good faith belief at the time it enters into the definitive agreement calling for any such Subsequent Transaction that such Subsequent Transaction is not reasonably likely to prevent or delay satisfaction of any of the conditions set forth in Article VII. In the event of a Subsequent Transaction which would be permissible under the preceding sentence, Parent shall agree to any divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) necessary in order to obtain approval of the transactions contemplated by this Agreement under applicable Competition Laws that would not otherwise have been required in order to obtain such approval but for the Subsequent Transaction.
(f) The Company and Parent each shall, upon request by the other and subject to applicable laws and existing obligations relating to the exchange of information, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and to fully carry out the purposes of this Stock Option Agreement.
(bg) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated by this Agreement and the Stock Option Agreement, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with of its Subsidiaries, from any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of by this Agreement and the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Stock Option Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Merger Agreement (Premark International Inc), Merger Agreement (Premark International Inc)
Filings; Other Actions; Notification. (a) SBC and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and SBC shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. SBC and the Company each shall use all reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the respective stockholders of each of the Company and SBC. SBC shall also use all reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shallSBC each shall use all reasonable best efforts to cause (x) the Merger to qualify for "pooling of interests" accounting treatment and (y) to be delivered to the other party and its directors a letter of its independent auditors, subject dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(c) The Company and SBC shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) all 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable required to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, SBC or the Company to agree to, or comply with, any conditions to the granting of any such consent, registration, approval, permit or authorization by any Governmental Entity if compliance with such conditions, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the Surviving Corporation or SBC following the Effective Time (it being understood that, for this purpose only, materiality shall be determined by reference to the trading market equity value of SBC prior to the consummation of the Merger and after taking into account (i) any adverse effects reasonably likely to arise from any restrictions on the ability of the Surviving Corporation or SBC or any of their respective Subsidiaries to conduct its operations as currently conducted or as proposed as of the date of this Agreement to be conducted resulting from complying with the conditions to or from the grant of any such consent, registration, approval, permit or authorization, (ii) any benefits reasonably likely to be realized by SBC on a consolidated basis (other than those operational benefits reasonably likely to be realized directly from the consummation of the Merger) resulting from complying with the conditions to or from the grant of any such consent, registration, approval, permit or authorization, and (iii) any proceeds resulting from any divestiture required by a Governmental Entity as a condition to its granting any such consent, registration, approval, permit or authorization); provided, further, that any divestiture by either SBC or the Company or any of their respective Subsidiaries reasonably required to cause the Surviving Corporation to be in compliance with the Commercial Mobile Radio Service spectrum aggregation limits established by the FCC in 47 C.F.R. Section 20.6 and the Cellular Cross Ownership limits contained in 47 C.F.R. Section 22.942 shall be deemed not to have any adverse effect on either the Surviving Corporation or SBC following the Effective Time (a "Regulatory Material Adverse Effect"). Subject to applicable laws relating to the exchange of information, SBC and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to SBC or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation each of the MergerCompany and SBC shall act reasonably and as promptly as practicable.
(d) The Company and SBC each shall, (iv) obtaining (upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and cooperating with each stockholders and such other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of SBC, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject The Company and SBC each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by SBC or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent by this Agreement. Each of the Company and SBC shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a Material Adverse Effect on it or prevent consummation of any failure of any condition to the contemplated transactions, unless otherwise agreed other party's obligations to by effect the Parties. As used Merger set forth in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionArticle VII.
Appears in 2 contracts
Samples: Merger Agreement (Ameritech Corp /De/), Merger Agreement (SBC Communications Inc)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, Buyer shall cooperate with each other and use, shall use (and shall cause their respective Subsidiaries 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 and Orders to as promptly as practicable consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possibleTransactions, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Permits necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or Transactions. Whenever this Agreement requires the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the other transactions contemplated by this Agreement, (ii) satisfying the conditions Company to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation cause each of its relevant Subsidiaries to take such action and a guarantee of the Mergerperformance thereof. Subject to applicable Laws and the terms of any relevant agreements with third parties relating to the exchange of information, (iv) obtaining (Buyer and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Buyer or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with obtaining the Permits required to consummate the Transactions and the Mergers. In exercising the foregoing right, each of the Company and Buyer shall act reasonably and as promptly as practicable.
(b) The Company and Buyer each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Merger and (v) executing and delivering Proxy Statement or any reasonable additional instruments necessary other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with obtaining the Permits required to consummate the transactions contemplated hereby Transactions and the Mergers.
(c) Subject to applicable Laws and the terms of any relevant agreements with third parties, the Company and Buyer each shall keep the other apprised of the status of matters relating to completion of the Transactions and the Mergers, including promptly furnishing the other with copies of notices or other communications received by Buyer 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 Transactions and the Mergers (including obtaining the Permits required to consummate the Transactions); provided that in respect of any communication to or from (or meeting with) any Governmental Entities relating to the Transactions and the Mergers or obtaining such Permits, each Party shall use its reasonable best efforts to afford the other with advance notice of, and a meaningful opportunity to participate in, any such communications, including, without limitation, a right to attend, with advisors present, any meetings (telephonic or in person) with such Governmental Entities.
(d) Without limiting the generality of the undertakings pursuant to this Section 8.5, the Company (in the case of clauses (i) and (iii)) and Buyer (in all cases set forth below) agree to take or cause to be taken the following actions: (i) provide promptly to any and all federal, state, local or foreign courts or Government Antitrust Entities information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Transactions; (ii) the proffer by Buyer of its willingness to sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, and the sale of, such assets, categories of assets or businesses of the Company or Buyer or either's respective Subsidiaries (and to fully carry out enter into agreements with the purposes relevant Government Antitrust Entity giving effect thereto) no later than 90 days from the date of this Agreement if such action should be reasonably necessary or advisable to avoid the commencement of a proceeding to delay, restrain, enjoin or otherwise prohibit consummation of the transactions contem- plated by this Agreement by any Government Antitrust Entity; and (iii) take promptly, in the event that any Order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions unlawful or that would prevent or delay consummation of the Transactions, any and all steps consistent with their "reasonable best efforts" obligations (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement.
(be) Subject to Section 6.6(c), in Without limiting the event that generality of the parties receive a request for information or documentary material undertakings pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Companythis Section 8.5, the Parties will Company agrees to provide, and shall cause its Subsidiaries and shall use their its reasonable best efforts to submit an appropriate response tocause its and their respective officers, employees and advisors, including KPMG LLP, to provide, reasonable assistance to Buyer in connection with the completion of the financings contemplated in the Financing Arrangements to be consummated contemporaneously with or at or after the Closing in respect of the Transactions.
(f) Without limiting the generality of the undertakings pursuant to this Section 8.5, Buyer agrees to use its reasonable best efforts to (i) enter into definitive documentation with respect to the financings contemplated by the Financing Arrangements on substantially the same terms reflected in the Financing Arrangements, (ii) negotiate a substantially complete form (subject to customary review and comment by the banks in the syndicate group) of definitive agreements with respect to the senior credit facilities contemplated thereby prior to the mailing of the Proxy Statement (although signing may be delayed until a later date), and (iii) to certify compliance withsatisfy all conditions applicable to Buyer in such definitive documentation. Buyer will keep the Company informed on a regular ongoing basis of the status of the efforts to obtain such financings and will use its reasonable best efforts to (i) provide the Company and its advisors, such Second Request as promptly as practicableon a current basis, drafts and counsel for both parties final versions of the definitive documentation related to the Financing Arrangements, with an opportunity to provide comments to Buyer thereon and (ii) assure that any conditions to funding the Financing Arrangements relating to loan syndication are satisfied at or prior to the time that all other conditions to the Closing are expected to be satisfied. In the event any portion of the financings contemplated by the Arrangements becomes unavailable in the manner or from the sources originally contemplated, Buyer will closely cooperate during the entirety of use its reasonable best efforts to obtain any such Second Request review process. Neither Party shall agree portion from alternative sources on substantially comparable terms, if available, or if not substantially comparable, on terms and conditions satisfactory to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used Buyer in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionits sole discretion.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Carter Wallace Inc /De/), Asset Purchase Agreement (Church & Dwight Co Inc /De/)
Filings; Other Actions; Notification. (a) As promptly as practicable after the date hereof, the Company shall, after consultation with Parent, prepare and file with the SEC a proxy statement relating to the Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and, in accordance with applicable Law, the Company shall promptly mail the Proxy Statement to its stockholders. The Proxy Statement and any amendment or supplement thereto shall include all information pertaining to the Company and the transactions contemplated hereby required by the Exchange Act for inclusion or incorporation by reference in the Proxy Statement. Company shall also, if required, mail to the Company’s stockholders, any amendment or supplement to the Proxy Statement which may become necessary.
(b) No amendment or supplement to the Proxy Statement will be made by the Company without the prior approval of the Parent, which shall not be unreasonably withheld or delayed. Each party will advise the other party, promptly after it receives notice thereof, of any request by the SEC for amendment or supplement of the Proxy Statement or comments of the SEC thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, the Company or Parent discovers any information relating to itself, or any of its affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party that discovers such information shall promptly notify the other parties hereto and the parties shall jointly prepare an appropriate amendment or supplement describing such information which shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of the Company.
(c) Each of the Company and Parent shall, upon request by the other and subject to Sections 6.2 applicable Law, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and 6.3stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of Proxy Statement or any other statement, cooperate with each other and usefiling, and shall cause notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of and the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Merger Agreement (Biomet Inc), Merger Agreement (Interpore International Inc /De/)
Filings; Other Actions; Notification. (a) The Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shallshall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use all reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, subject and promptly thereafter mail the Prospectus/Proxy Statement to Sections 6.2 the stockholders of the Company. Parent shall also use all reasonable efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and 6.3, approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, (ii) satisfying however, that nothing in this Section 6.5 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the conditions to consummating Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Company or any exemption byof their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any non-governmental third partyof its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 2 contracts
Samples: Merger Agreement (CSC Holdings Inc), Merger Agreement (Clearview Cinema Group Inc)
Filings; Other Actions; Notification. (a) Parent and the Company shall as promptly as practicable prepare and file with the SEC the Prospectus/Proxy Statement or an amendment or supplement thereto, and Parent shall as promptly as practicable prepare and file with the SEC the S-4 Registration Statement, or an amendment or supplement thereto, and the Schedule 13E-3 as promptly as practicable. Parent and the Company each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the respective stockholders of each of the Company and Parent. Parent shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. Parent further agrees to file as promptly as practicable following the Effective Time a post-effective amendment to the S-4 Registration Statement to convert it to a Form S-3 shelf registration covering resales of Parent Shares by affiliates of the Company and to cause the same to become effective.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, each shall from the date hereof until the Effective Time cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws to cause the conditions to closing set forth in Article VII to be satisfied and Orders otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party (including rating agencies) and/or any Governmental Entity governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.6 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell or to discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any of its assets or businesses) or (ii) satisfying agree to any conditions relating to, or changes or restriction in, the conditions operations of any such asset or businesses which, in either case would be reasonably expected to consummating materially and adversely impact the Merger, (iii) defending any lawsuits economic or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation business benefits to Parent of the Mergertransactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the reasonable opportunity to review in obtaining) any consentadvance and comment on, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/ Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any governmental entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts case may be, or any of its Subsidiaries, from any third party and/or any governmental entity with respect to submit an appropriate response to, the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety other of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a Company Material Adverse Effect or prevent consummation of the contemplated transactionsParent Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capital Re Corp), Agreement and Plan of Merger (Ace LTD)
Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, Buyer shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods actions, non-actions, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Entity, in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each party from whom a filing under the HSR Act would be required in order for the transactions contemplated hereby to be consummated lawfully shall, as promptly as practicable (iibut in no event later than five Business Days) satisfying following the conditions date hereof, file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) all materials initially required to consummating be filed under the HSR Act in connection with this transaction. As promptly as practicable following the date hereof, each party shall make all other filings necessary or appropriate under any applicable foreign antitrust or competition Law in connection with the transactions contemplated hereby. To the extent permitted by applicable Law, the parties hereto shall request expedited treatment of any such filings and shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may require in connection with its preparation of any filing or submission under the HSR Act or other antitrust or competition Law. To the extent permitted by applicable Law, the parties hereto shall keep one another promptly apprised of the status of all proceedings before any Governmental Entity relating to this Agreement and the transactions contemplated hereby under any antitrust or competition law, and shall give each other advance notice of, and a meaningful opportunity to review, all communications with, and all inquiries or requests for additional information from, the FTC, the DOJ or any other applicable Governmental Entity relating to such a proceeding, and shall comply promptly with any such reasonable inquiry or request from a Governmental Entity. To the extent permitted by the relevant Governmental Entity, the parties hereto shall permit one another to attend all meetings or conferences between one or more of the parties hereto and one or more Governmental Entity under the HSR Act or other antitrust or competition Law. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information or any privilege. Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Buyer or the Company to consummate the Offer and the Merger, in no event shall Buyer or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action, in each of the foregoing cases, (iiii) defending any lawsuits the effectiveness or other legal proceedings, whether judicial or administrative, challenging this Agreement or consummation of which is not conditional on the consummation of the MergerOffer and the Merger or (ii) that would be reasonably likely to (A) materially adversely impact the benefits expected to be derived by Buyer as a result of the transactions contemplated by this Agreement, or (ivB) obtaining impose material limitations on Buyer’s ownership or operation (or that of any of Buyer’s Subsidiaries or Affiliates), including Buyer’s exercise of rights of full ownership of the Company shares purchased by Merger Sub in the Offer on all shareholder matters.
(b) The Company and cooperating Buyer each shall, upon request by the other, furnish the other with each all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Offer, the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bc) Subject to Section 6.6(c)applicable Law and the instructions of any Governmental Entity, the Company and Buyer 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 notices or other communications received by Buyer 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 such transactions. Buyer and the Company each shall give prompt notice to the other of any change that is reasonably likely to result in the event that Company Material Adverse Effect or prevent or materially delay the parties receive a request for information consummation by Buyer or documentary material pursuant Merger Sub of the transactions contemplated hereby, respectively or of any failure to the HSR Act other party’s conditions to effect the Offer Closing or the Merger. Neither Buyer nor the Company shall permit any of its officers or any other Antitrust Laws (a “Second Request”)representatives or agents to participate in any meeting, unless otherwise agreed to by the Companyconference, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement communication with any Governmental Entity in respect of any filings, investigation or other inquiry under any antitrust or competition law relating to delay the transactions contemplated hereby except unless it consults with prior written consent of the other Party. None of party in advance and, to the Parties shall knowingly takeextent permitted by such Governmental Entity, cause or permit gives the other party the opportunity to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act attend and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionparticipate thereat.
Appears in 2 contracts
Samples: Merger Agreement (Radiant Systems Inc), Merger Agreement (NCR Corp)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 5.2 and 6.35.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts (other than clause (iv) below) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permitsConsents, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity pursuant to the HSR Act in order to consummate the Merger or any of the other transactions contemplated by this AgreementAgreement (such Consents, the “Principal Antitrust Consent”), (ii) satisfying the conditions to consummating the Merger, (iii) subject to Section 5.17, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining using commercially reasonable efforts to obtain (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger (provided that for the purposes of this Agreement, any failure to obtain such approval shall not be a breach of this Agreement) and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. For the avoidance of doubt, Parent shall pay the HSR filing fee owed by Parent. Each of Parent and Company shall coordinate and cooperate with one another and shall use all reasonable best efforts, in each case to (1) identify which of its respective stockholders are likely to hold shares or acquire valued in excess of the $84,400,000 (as adjusted) threshold established pursuant to Section 7A(a)(2)(B) of the Xxxxxxx Act, 15. U.S.C. § 18a, as amended by the HSR Act (each such stockholder, a “Potential Backside Filer”), (2) notify in writing each Potential Backside Filer of its potential requirements under the HSR Act to file with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) a Notification and Report Form relating to its acquisition of shares of Parent Class A Common Stock as a result of the transactions contemplated by this Agreement (an “Investor Antitrust Filing”) as soon as reasonably practicable following the execution of this Agreement, and in no event later than thirty (30) Business Days thereafter, (3) notify each Potential Backside Filer as soon as reasonably practicable upon learning from the FTC or DOJ that a Principal Antitrust Consent is forthcoming, and in no event later than one (1) Business Day after receipt of such Principal Antitrust Consent (the “Second Investor Antitrust Notice”), and (4) if required under the HSR Act, file with the FTC and the DOJ Notification and Report Forms related to the Investor Antitrust Filings, no later than the same date as the respective Investor Antitrust Filing.
(b) Subject to Section 6.6(c5.6(c), in the event that the parties Parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”)Laws, unless otherwise agreed to by the CompanyParties, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request request as promptly as practicable, and counsel for both parties Parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period or pull and refile under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party Party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties.
(c) Parent and the Company shall use reasonable best efforts to cooperate with respect to any filings made under the Antitrust Laws. As used No Party or its counsel shall independently participate in any substantive call or meeting relating to the Antitrust Laws with any Governmental Entity in respect of such filings, investigation, or other inquiry without giving the other Party or its counsel prior notice of such call or meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. In furtherance of the foregoing and to the extent permitted by applicable Law, (i) each Party shall notify the other, of any filing or material or substantive communication or inquiry it or any of its Subsidiaries intends to make with any Governmental Entity relating to the matters that are the subject of this Section 5.6, (ii) prior to submitting any such filing or making any such communication or inquiry, such Party shall provide the other Party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other Party in connection with, any such filing, communication or inquiry, (iii) promptly following the submission of such filing or making such communication or inquiry, provide the other Party with a copy of any such filing or, if in written form, communication or inquiry and (iv) consult with the other Party in connection with any inquiry, hearing, investigation or litigation by, or negotiations with, any Governmental Entity relating to the Merger, including the scheduling of, and strategic planning for, any meetings with any Governmental Entity relating thereto. In exercising the foregoing cooperation rights, the Company and Parent each shall act reasonably and as promptly as reasonably practicable. Notwithstanding the foregoing, materials provided pursuant to this Section 5.6 may be (x) reasonably redacted (A) to remove references concerning the valuation of the Company and the Merger, (B) as necessary to comply with contractual arrangements, (C) as necessary to address reasonable privilege concerns, (D) as necessary to remove competitively sensitive material and other confidential content in the Party’s HSR filing, or (E) as otherwise required by applicable Law or (y) provided to the other Party as “Outside Counsel Only Material” or with similar restrictions pursuant to Section 5.7(a).
(d) Notwithstanding anything contained in this AgreementSection 5.6, nothing in this Agreement shall require Parent to (and Company shall not, without Parent prior written consent) take, agree to, or agree to take any of the following actions or undertakings in order to obtain the Consents or waiting period expirations of any Governmental Entity required to consummate the Merger, including (i) proposing, negotiating, committing to, effecting or agreeing to, by consent decree, hold separate order, or otherwise, the term “Antitrust Laws” means sale, divestiture, license, hold separate, or other disposition of the Xxxxxxx Antitrust Actbusinesses, assets, products or equity interests of the Company or its Subsidiaries or any of Parent’s or its Subsidiaries’ other businesses, assets, products or equity interests now owned or hereafter acquired by Parent, (ii) creating, terminating, or amending any existing relationships, ventures, contractual rights or obligations of Parent, the Xxxxxxx Company or their respective Subsidiaries, (iii) otherwise taking or committing to any action that would limit Parent’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, products or equity interests of Parent or the Company (including any of their respective Subsidiaries) or (iv) making, or causing any Subsidiaries to make, any commitment, or committing to (or causing any Subsidiaries to commit to) make any commitment (to any Governmental Entity or otherwise) regarding the future operations of Parent or the Company (including any of their respective Subsidiaries).
(e) Subject to 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 the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Act Law, each of 1914the Company and Parent 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 HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionMerger.
Appears in 2 contracts
Samples: Merger Agreement (Twilio Inc), Merger Agreement (SendGrid, Inc.)
Filings; Other Actions; Notification. (a) Each party hereto shall file or cause to be filed as promptly as practicable after the date hereof with the Federal Trade Commission and the Department of Justice and other applicable Governmental Entities all notifications required to be filed under the HSR Act and any other applicable Laws, in accordance with the rules and regulations under such applicable Laws, with respect to the transactions contemplated hereby. Each party hereto will use reasonable best efforts to make such filings promptly and to respond on a timely basis to any requests for additional information made by any such Governmental Entity.
(b) The Company and Parent shall, subject to Sections 6.2 (and 6.3, Merger Sub) shall fully cooperate with each other and use, use (and shall cause their respective Representatives and Subsidiaries 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 necessary or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, applications, reports and other filings (and in any eventto obtain, by filing within ten (10) Business Days after the date of this Agreement the notificationsas soon as practicable, filings all Company Required Statutory Approvals and other information required to be filed under the HSR Act and Parent Required Statutory Approvals, as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebymay be, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Person in order to consummate the Merger or any of the other transactions contemplated by this Agreementhereby, (ii) satisfying the conditions to consummating the Mergerincluding with or from any works counsel, (iii) defending any lawsuits labor union or other legal proceedings, whether judicial similar entity or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining governing body. Parent (and cooperating Merger Sub) and the Company shall fully cooperate with each other in obtaining) any consentconnection with the making of all such notices, approval ofapplications, waiver or any exemption byreports and filings, any including providing copies of all such documents to the non-governmental third partyfiling party and its advisors prior to filing, in each caseand, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided that the extent necessaryparties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, proper undertaking, consent decree, stipulation or advisable agreement with any Governmental Entity in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise) (or otherwise agreeing to do any of the foregoing) with respect to Parent or the Company or any of their Subsidiaries or any of their respective businesses, assets or properties. Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, each of the Company and Parent (and Merger and Sub) shall furnish to each other all information required from it for any notice, application, report or other filing to be made pursuant to any applicable Law (vincluding all information required to be included in the Company Proxy Statement) executing and delivering any reasonable additional instruments necessary to consummate in connection with the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bc) Subject to any confidentiality obligations and the preservation of any attorney-client or similar privilege, the Company and Parent (and Merger Sub) shall use reasonable best efforts to 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 notices or other communications received by Parent (and Merger Sub) or the Company, as the case may be, from any Person and/or Governmental Entity with respect to the Merger and the other transactions contemplated hereby.
(d) Subject to the Company’s rights and obligations under Sections 6.2 and 8.1 and subject to Section 6.6(c6.4(b) and (c), in the event that the parties receive any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a request for information Governmental Entity or documentary material pursuant to the HSR Act other Person challenging any transaction contemplated by this Agreement or any other Antitrust Laws (a “Second Request”)agreement contemplated hereby, unless otherwise agreed to by each of Parent, Merger Sub and the Company, the Parties will Company shall cooperate in all respects with each other and use their commercially reasonable best efforts to submit an appropriate response to, contest and resist any such action or proceeding and to certify compliance withhave vacated, such Second Request as promptly as practicablelifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that shall be in effect and counsel for both parties will closely cooperate during the entirety that prohibits, prevents or materially restricts consummation of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay of the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionhereby.
Appears in 2 contracts
Samples: Merger Agreement (Emerson Electric Co), Merger Agreement (Artesyn Technologies Inc)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) commercially 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports reports, applications and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, however, that nothing in this Section 6.6 shall require, or be construed to require, Parent or the Company, in connection with the receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell, divest, discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by Parent or the Company, as the case may be, of any of its assets or businesses) or (ii) satisfying agree to any conditions relating to, or changes or restrictions in, the conditions operations of any such assets or businesses which, in the case of either clause (i) or (ii), is reasonably likely, individually or in the aggregate, to consummating materially and adversely impact the Mergeraggregate economic or business benefits, (iii) defending any lawsuits taken as a whole, to Parent or other legal proceedingsthe Company, whether judicial or administrativeas applicable, challenging of the transactions contemplated by this Agreement (any such requirement specified in clause (i) or (ii), a "Burdensome Condition"). Subject to applicable Laws relating to the consummation exchange of information, Parent and the MergerCompany shall have the right to review in advance, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other with respect to all the information relating to Parent or the Company, proper as the case may be, and any of their respective Subsidiaries, that appear in any material filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable.
(b) The Company and Parent each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Company Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bc) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the Merger and the other transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of material notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will 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. The Company and Parent each shall give prompt notice to the other of any change that, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect with respect to it or to cause the non-satisfaction of any condition to the Merger.
(d) Prior to making any material filing, notice, petition, statement, registration, submission of information or application to or with any third party and/or Governmental Entity (including any U.S. or non-U.S. securities exchange) in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and except as may be required by Law or by obligations pursuant to any listing agreement with or rules of any U.S. or non-U.S. national securities exchange, each party shall use their commercially reasonable best efforts to submit consult with the other party with respect to (and, to the extent reasonably practicable, give the other party an appropriate response toopportunity to comment on) the content of such material filing, notice, petition, statement, registration, submission of information or application and to certify compliance withprovide the other party with copies of the proposed filing, such Second Request as promptly as practicablenotice, and counsel for both parties will closely cooperate during petition, statement, registration, submission of information or application.
(e) In the entirety of event any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act claim, action, suit, investigation or any other Antitrust Laws or enter into any agreement with proceeding by any Governmental Entity to delay or other Person or other legal or administrative proceeding is commenced that questions the validity or legality of this Agreement, or the Merger or the other transactions contemplated hereby except with prior written consent by this Agreement or claims damages in connection therewith, the Company and Parent each agree to cooperate and use their commercially reasonable best efforts, subject to the limitations set forth in Section 6.6(a), to defend against and respond thereto.
(f) Nothing set forth in this Section 6.6 shall be deemed to limit or affect the right of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit any party to take any action which such party reasonably expects is likely expressly permitted pursuant to materially delay Sections 6.1, 6.2, 6.3 or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition6.5(b) hereof.
Appears in 2 contracts
Samples: Merger Agreement (American General Corp /Tx/), Merger Agreement (American General Corp /Tx/)
Filings; Other Actions; Notification. (a) The Company Sellers and Parent shall, subject to Sections 6.2 and 6.3, Purchaser shall cooperate with each other and use, and shall cause use their respective Subsidiaries to use, their respective reasonable best efforts Commercially Reasonable 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 and Orders laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement, (ii) satisfying . Without limiting the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation generality of the Mergerforegoing, the Sellers and Purchaser have prepared and filed the notifications required under the Hart-Scott-Rodino Anxxxxxxx Xxxxxxxxents Act of 1976, as amended (iv) obtaining (the "HSR Act"). Prior to the Sellers' and cooperating with each other Purchaser's receipt of ------- clearance or notice of early termination from the applicable Governmental Entity reviewing the Sellers' and Purchaser's filings made under the HSR Act, Purchaser shall not be entitled to, and shall not, exercise any decision making authority or participate in obtaining) any consentway in the management of the Cotton Group Companies except as provided in Section 6.1 hereof. Subject to applicable laws relating to the ----------- exchange of information, approval ofPurchaser and the Sellers shall have the right to review in advance, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Purchaser or advisable the Cotton Group Companies, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Sellers and Purchaser shall act reasonably and as promptly as practicable.
(b) Subject The Sellers and Purchaser each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to communications received by the CompanyPurchaser, the Parties will use their reasonable best efforts to submit an appropriate response toCotton Group Companies or the Sellers, and to certify compliance withas the case may be, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of from any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with third party and/or any Governmental Entity with respect to delay the transactions contemplated hereby except with prior written consent of by this Agreement. Purchaser shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used result in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitiona Purchaser Material Adverse Effect.
Appears in 1 contract
Samples: Stock and Limited Partnership Interest Purchase Agreement (Charys Holding Co Inc)
Filings; Other Actions; Notification. (a) The Company shall promptly after the date of this Agreement prepare and distribute to the Stockholders a notice of the Company Special Meeting and related materials.
(b) Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 5 business days after the date of this Agreement the notifications, filings and other information all applications required to be filed under with the HSR Act and as promptly as practicable in FCC; provided, however, that the case failure to file within 5 business days will not constitute a breach of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letterthis Agreement) and to obtain as expeditiously promptly as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, however, that nothing in this Section 5.3 (i) shall require, or be construed to require, Parent to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or its Subsidiaries, or to cause its Subsidiaries to do or agree to do any of the foregoing, in each case that would take effect prior to the Effective Time, or (ii) satisfying shall require, or be construed to require, Parent to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or Company or its respective Subsidiaries, or to cause its Subsidiaries to do or agree to do any of the conditions foregoing, if any such action, failure to consummating act, restriction or agreement, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on it or a Combined Material Adverse Effect. Subject to applicable Laws relating to the exchange of information, Parent and Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to Parent or Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. 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 Company. In exercising the foregoing rights, each of Company and Parent shall act reasonably and as promptly as practicable.
(c) To the extent permitted by law, Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Affiliates to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(d) Subject to applicable Laws and the instructions of any Governmental Entity, 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 notices or other communications received by Parent or 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. Company shall give prompt notice to Parent of any change, fact or condition of which it has Knowledge that is reasonably expected to result in a Material Adverse Effect on Company or of any failure of any condition to Parent’s obligations to effect the Merger. Parent shall give prompt notice to Company of any change, fact or condition of which it has Knowledge that is reasonably expected to result in a Material Adverse Effect on Parent or of any failure of any condition to Company’s obligations to effect the Merger.
(iiie) defending Subject to the proviso set forth in Section 5.3(b), Parent’s and Company’s obligations under this Section 5.3 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each Merger or the other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c)hereby, in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their including using reasonable best efforts to submit an appropriate response to, and seek to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during have any stay or other injunctive relief which would prevent or materially delay or impair the entirety consummation of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the by this Agreement entered by any court or other Party. None of the Parties shall knowingly take, cause Governmental Entity reversed on appeal or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionvacated.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company and Parent shallBuyer, subject to Sections 6.2 and 6.3, Danxxx X. Xxxxx xxd Seller shall cooperate with each other and use, and shall cause use their respective Subsidiaries 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 or his part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously soon as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Body in order to consummate the Merger or any of the other transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, (ii) satisfying Buyer and Seller shall have the conditions right to consummating the Mergerreview in advance, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Buyer and Seller, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Body in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Buyer and Seller shall act reasonably and as promptly as practicable.
(b) Buyer and Seller each shall, upon request by the other, furnish the other with all information concerning itself, its directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary statement, filing, notice or application made by or on behalf of Buyer or Seller to consummate any third party and/or any Governmental Body in connection with the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bc) Subject to Section 6.6(c)any confidentiality obligations and the preservation of any attorney-client privilege, in Buyer and/or Danxxx X. Xxxxx xxd Seller each shall keep the event that other apprised of the parties receive a request for information or documentary material pursuant status of matters relating to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety completion of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of hereby, including promptly furnishing the other Party. None with copies of notices or other communications received or made by Buyer and/or Danxxx X. Xxxxx xx Seller, as the Parties shall knowingly takecase may be, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionconnection therewith.
Appears in 1 contract
Samples: Stock Purchase Agreement (Insurance Management Solutions Group Inc)
Filings; Other Actions; Notification. (a) The Company Company, Parent and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause Merger Sub will use their respective Subsidiaries to use, their respective commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actionsappropriate action and do, and do or cause to be done done, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders Law, or otherwise to consummate and make effective the Transactions as promptly as practicable, (ii) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or Orders, including the FCC Approval and State Approvals, required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, or to avoid any Action by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the other transactions contemplated by this Agreement consummation of the Transactions and (iii) (A) as expeditiously promptly as possiblereasonably practicable, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing event within ten (10) Business Days after the date of hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the notificationsFCC Approval, filings and other information required to be filed under the HSR Act and (B) as promptly as reasonably practicable, and in any event within seven (7) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the State Approvals, and (C) as promptly as reasonably practicable in after the case of date hereof, make all necessary filings, and thereafter make any other filings required submissions, with respect to this Agreement required under any Foreign Competition Laws other applicable Law. The Company and Parent will furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Transactions.
(b) The Company will give (or will cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents (i) required under the terms of any Company Material Contract or Permit of the Company or any Company Subsidiary to consummate the Transactions, or (ii) required to prevent a Company Material Adverse Effect from occurring prior to or after the Effective Time.
(c) Without limiting the generality of anything contained in this Section 6.1, each Party hereto will: (i) give the other Parties prompt notice of the making or commencement of any Action with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, Transactions; (ii) satisfying keep the conditions other Parties informed as to consummating the Merger, status of any such request or Action; (iii) defending promptly inform the other Parties of any lawsuits communication to or from any Governmental Entity regarding the Merger or any of the other legal proceedingsTransactions; (iv) respond as promptly as practicable to any additional requests for information received by any Party from any Governmental Entity with respect to the Transactions or filings contemplated by Section 6.1(a); and (v) use commercially reasonable efforts to prevent the entry in any Action brought by a Governmental Entity or any other Person of any Injunction which would prohibit, whether judicial make unlawful or administrative, challenging this Agreement or delay the consummation of the MergerTransactions. 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 filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Merger or any of the other Transactions. In addition, except as may be prohibited by any Governmental Entity or by applicable Law, in connection with any such request or Action, each Party will permit Representatives of the other Parties to be present at each meeting or conference relating to such request or Action 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 or Action.
(ivd) obtaining Without limiting the generality of the foregoing, each of Parent, Merger Sub and the Company agrees to (and cooperating the Company will cause each Company Subsidiary to) use commercially reasonable efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with each other in obtainingthe Transactions; (B) any consentobtain such approvals, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent consents and clearances as may be necessary, proper or advisable in connection with under any applicable Laws; (C) promptly provide all notifications required by, and file all applications with, the Merger and (v) executing and delivering any reasonable additional instruments FCC seeking the consent of the FCC that are necessary or appropriate to consummate the transactions contemplated hereby Transactions, including the FCC Approvals listed on Section 6.1(d) of the Company Disclosure Letter; and to fully carry out the purposes of this Agreement.
(bD) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response topromptly provide all notifications and registrations required by, and to certify compliance file all applications with, such Second Request as promptly as practicableeach applicable State PSC that are necessary or appropriate to consummate the Transactions, and counsel for both parties will closely cooperate during including the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent State Approvals listed on Section 6.1(d) of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionCompany Disclosure Letter.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Buyer and the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use all reasonable best efforts to take or cause file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be taken all actions, and do or cause filed with any Gaming Authority with respect to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible(all of the foregoing, including (i) preparing collectively "Gaming Approvals"), and to submit promptly any additional information requested by any such Gaming Authority. If Buyer and the Company determine that a filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Xxxx-Xxxxx-Xxxxxx Act and is necessary or appropriate, then the parties will cooperate with each other to make such filing as promptly as practicable and Buyer will pay the filing fee in connection with any such Notification and Report Forms to be submitted. Nothing herein shall require Buyer, in connection with the case receipt of all any regulatory approval, to agree to sell or divest any assets or business or agree to restrict in any way any business conducted by or proposed to be conducted by Buyer, the Surviving Company or any of their respective subsidiaries.
(b) Each of the Company and Buyer shall (A) give the other filings required under party prompt notice of the commencement or threat of commencement of any Foreign Competition Laws Actions by or before any Government Entity or Gaming Authority with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, (iiB) satisfying keep the conditions other party informed as to consummating the status of any such Action or threat, and (C) promptly inform the other party of any communication to or from any Government Entity (including any Gaming Authority) regarding the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(bc) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant Notwithstanding anything herein to the HSR Act or any other Antitrust Laws (a “Second Request”)contrary, unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party Buyer shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to not be taken or omit obligated to take any action which such party reasonably expects is likely would require the voluntary surrender, forfeiture or other termination by Buyer of a Gaming Approval then held by Buyer or any of its subsidiaries.
(d) Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to materially delay control or prevent consummation direct the Companies' operations prior to the effectiveness of the contemplated transactionsMerger. Prior to the effectiveness of the merger, unless otherwise agreed to by the Parties. As used in Companies shall exercise, consistent with the terms and conditions of this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act complete control and supervision of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitiontheir operations.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company and Parent shalleach shall use its reasonable best efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, subject dated the date on which the S-4 Registration LA_LAN01:179306.23 Statement shall become effective and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(b) The Company and Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, (ii) satisfying the conditions to consummating the Mergerhowever, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the consummation Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Company or any exemption byof their respective affiliates (or to consent to any sale, or agreement to sell, by the Company of any non-governmental third partyof its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses. Subject to applicable laws relating to the sharing of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the Prospectus/Proxy Statement). In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject to Section 6.6(c)applicable law and the instructions of any Governmental Entity, in the event that Company and Parent each shall keep the parties receive a request for information 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 documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or LA_LAN01:179306.23 any Governmental Entity with respect to delay the transactions contemplated hereby except with prior written consent of such transactions. The Company and Parent each shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a Company Material Adverse Effect or prevent consummation of the contemplated transactionsa Parent Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Subject to the terms of this Agreement, including Section 7.2 and Section 7.5(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to (i) take or omit to take, or cause to be taken or omitted, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other Third Party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their respective Subsidiaries, or otherwise reasonably requested by Parent, in connection with the authorization, execution and delivery of this Agreement and the other consummation of the transactions contemplated by hereby, (iii) as promptly as practicable, and on a mutually agreed date, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) any Antitrust Law (as expeditiously as possibledefined below) and any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations or orders, including (i) preparing and filing all documentation keeping the other apprised of the status of matters relating to effect all necessary noticesthe completion of the transactions contemplated hereby, reports and (ii) providing copies of written notices or other filings (and in communications received by such party or any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of information and with the Company Disclosure Letter) and right to obtain as expeditiously as possible all consentswithhold confidential information, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party Third Party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its commercially reasonable efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. In connection with the foregoing, each party shall (i) promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Laws, provide the other party with a copy of any such written communication (or an oral or written summary of any oral communication), and (ii) satisfying not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or unless, where practicable, it consults with the consummation of the Mergerother party in advance, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypermitted by such Governmental Entity and where practicable, proper gives the other party the opportunity to attend and participate thereat. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 7.5(a) modifies or advisable in connection with the Merger affects their respective rights and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementresponsibilities under Section 7.5(b).
(b) Subject to Section 6.6(c)the terms of this Agreement, in each of Parent and the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”)Company shall, unless otherwise agreed to by the Companyand shall cause each of their respective Subsidiaries to, the Parties will cooperate and use their commercially reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel obtain any government clearances or approvals required for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period Closing under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914Sxxxxxx Act, as amended, the HSR Act Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all any other federal, state and or foreign statutesLaw, rules, regulations, orders, decrees and other Laws and Orders that are regulation or decree designed or intended to prohibit, restrict or regulate actions having for the purpose or effect of monopolization or restraint of trade trade, as the case may be (collectively “Antitrust Laws”), to respond to requests of any Governmental Entity for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or competitionjudicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding the foregoing or anything to the contrary in this Agreement, neither Parent nor any of its Affiliates are required to (i) proffer to, or agree to, sell, license, lease, transfer or otherwise encumber (or consent to any sale, license, lease, transfer or other encumbrance or agreement to sell, license, lease, transfer or otherwise encumber by the Company), before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates, (ii) proffer to, or agree to, hold separate, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates, (iii) agree to any other changes (including through a licensing arrangement) or restriction on, or other impairment of, Parent’s ability to own or operate the operations of any such assets or businesses or Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation, or (iv) take any other action under this Section 7.5 if any applicable Governmental Entity seeks a preliminary injunction or restraining order to enjoin consummation of the Merger. The Company and Parent shall each request early termination of the waiting period with respect to the Merger under the HSR Act.
(c) During the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause the conditions in Section 8.2(a) or Section 8.3(a), as the case may be, not to be satisfied, (ii) any material failure of Parent and Merger Sub or the Company, as the case may be, or of any officer, director, employee or agent, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the consummation of the Merger, or (iv) any offers received by the Company and its Subsidiaries to settle or compromise any litigation, claim, grievance, charge or proceeding involving Intellectual Property or any other material litigation, claim, grievance, charge or proceeding. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.5 does not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company will, within 15 days after the date of this Agreement, provide Parent with a schedule setting forth a true and complete list as of the date of this Agreement of (i) all Licenses issued or granted by the FCC, Licenses issued or granted by a U.S. state PUC, and all Licenses issued or granted by a local Governmental Entity in respect of cable franchises, in each case issued or granted to the Company or any of its Subsidiaries and all other Licenses issued or granted to the Company by any Governmental Entity regulating telecommunications businesses or services or the use of radio spectrum; (ii) all pending applications for Licenses by the Company or any of its Subsidiaries that would be such types of Licenses if issued or granted; (iii) all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any such License; and (iv) any agreements to acquire a License that upon acquisition by the Company would become such a type of License.
(b) Parent shall, subject to Sections 6.2 and 6.3, the Company shall cooperate with each other and use, and shall cause their respective Subsidiaries (including Cingular, XX.xxx and their respective Subsidiaries, which shall be deemed a Subsidiary of Parent and the Company for this purpose) 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously promptly as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 15-days after the date of this Agreement the notificationsreceipt by Parent of the schedule described in Section 6.5(b), filings and other information all applications required to be filed with the FCC and the notification and required form under the HSR Act and as promptly as practicable in Act; provided, however, that the case failure to file within such 15 day period will not constitute a breach of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letterthis Agreement) and to obtain as expeditiously promptly as possible reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. Each of Parent’s and the Company’s obligations under this Section 6.5(b) shall include, without limitation, (iia) satisfying the conditions obligation to consummating the Merger, (iii) defending use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement consummation of the Merger or the other transactions contemplated hereby, including seeking to avoid the entry of, or have reversed, terminated or vacated, any stay or other injunctive relief which could prevent or delay the Merger or the consummation of the Merger, transactions contemplated hereby and (ivb) the obligation to use its reasonable best efforts to avoid or eliminate each impediment to obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third partythe Required Governmental Approvals, in each caseof clauses (a) and (b) so as to enable the Closing to occur if reasonably practicable by the initial Termination Date or as promptly thereafter as is reasonably practicable. Nothing in this Section 6.5 shall require, or be construed to require (a) Parent or the Company to take or refrain from taking, or to cause any of its Subsidiaries to take or refrain from taking any action, or to agree or consent to the Company, Cingular, XX.xxx or any of their respective Subsidiaries taking any action, or agreeing to any restriction or condition, with respect to any of the businesses, assets or operations of Parent, the Company, Cingular, XX.xxx or any of their respective Subsidiaries, if such action, restriction or condition would take effect prior to the Closing or is not conditioned on the Closing occurring, or (b) Parent or the Company to take or to refrain from taking any action, to agree to any condition or restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries (including Cingular, XX.xxx and their respective Subsidiaries), or to cause their respective Subsidiaries (including Cingular, XX.xxx and their respective Subsidiaries) to do or agree to do any of the foregoing, if any such action, failure to act, restriction or agreement, individually or in the aggregate, would reasonably be likely to have a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of Parent and its Subsidiaries (including Cingular and XX.Xxx and their respective Subsidiaries) after the Merger (it being understood that for this purpose only, materiality shall be determined by referring to the equity market value of Parent on the date of this Agreement) (a "Regulatory Material Adverse Effect"), it being understood that, for purposes of determining whether a Regulatory Material Adverse Effect would reasonably be likely to occur, both the positive and negative effects of any such actions, restrictions and conditions, including any sale, divesture, licensing, lease or disposition, shall be taken into account, and any loss of synergies anticipated from the Merger as a result of any such actions, restrictions or conditions, including any sale, divestiture, licensing, lease or disposition shall not be taken into account. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, and XX.xxx and Cingular and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the S-4 Registration 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 necessaryreasonably practicable, proper 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, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will case may be, or any of its Subsidiaries or Cingular, XX.xxx and any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement.
(e) Each of the Company and Parent shall use their reasonable best efforts to submit an appropriate response tocause to be delivered to the other and the other’s directors a letter of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionS-4 Registration Statement.
Appears in 1 contract
Samples: Merger Agreement
Filings; Other Actions; Notification. (a) The Each party hereto shall file or cause to be filed with (i) the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act and (ii) the appropriate Governmental Entity, any Foreign Antitrust Filings, in each case in accordance with the applicable rules and regulations promulgated under the relevant Law, with respect to the transactions contemplated hereby. Each party hereto will use all commercially reasonable efforts to make such filings in a timely manner and to respond on a timely basis to any requests for additional information made by either of such agencies.
(b) Company and Parent shall, subject to Sections 6.2 and 6.3, Purchaser shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger Offer and the other transactions contemplated by this Agreement hereby as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and using their respective reasonable best efforts to obtain as expeditiously soon as possible practicable all Company Required Statutory Approvals or Purchaser Required Statutory Approvals, as the case may be, and all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or (including pursuant to any Governmental Entity Material Contract) in order to consummate the Merger Offer or any of the other transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, Purchaser and Company shall have the right to review and comment on in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or Company, as the case may be, and any of Company’s Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer and the other transactions contemplated hereby. In exercising the foregoing right, each of Company and Purchaser shall act reasonably and as promptly as practicable. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Purchaser or Company (unless requested by Purchaser) or any of its Subsidiaries to take or agree to take any Action of Divestiture or Limitation. For purposes of this Agreement, an “Action of Divestiture or Limitation” shall mean (i) executing or carrying out agreements or submitting to the requirements of any Governmental Entity providing for a license, sale or other disposition of any assets or businesses or categories of assets or businesses of Company and its Subsidiaries or the holding separate of any assets or businesses or Company capital stock or imposing or seeking to impose any limitation on the ability of Company or any of its Subsidiaries to own such assets or to acquire, hold or exercise full rights of ownership of the Company’s business or on the ability of the Company to conduct the business of the Company and its Subsidiaries, or (ii) the imposition by a Governmental Entity of any material condition or limitation that restricts the business of Purchaser or its Affiliates.
(c) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, 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 other with copies of notices or other communications received by Purchaser or Company, as the case may be, or any of Company’s Subsidiaries, from any third party and/or any Governmental Entity with respect to the Offer and the other transactions contemplated hereby.
(d) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any transaction contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending or any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation agreement contemplated hereby each of the Merger, (iv) obtaining (Purchaser and cooperating Company shall cooperate in all respects with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their its respective reasonable best efforts to submit an appropriate response to, contest and resist any such action or proceeding and to certify compliance withhave vacated, such Second Request as promptly as practicablelifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and counsel for both parties will closely cooperate during the entirety that prohibits, prevents or restricts consummation of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Samples: Acquisition Agreement (eTelecare Global Solutions, Inc.)
Filings; Other Actions; Notification. (a) The Parties will use their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law, including Antitrust Laws, or otherwise to consummate and make effective the Transactions as promptly as practicable, (ii) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or Orders, including the FCC Approval and State Approvals, required to be obtained by a Party, or any of their respective Subsidiaries, or to avoid any Action by any Governmental Entity (including those in connection with the Antitrust Laws), in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions and (iii) (A) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act, (B) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the FCC Approval, (C) as promptly as reasonably practicable, and in any event within thirty (30) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the State Approvals, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other applicable Law. The Company and Parent shall, subject BCHI will furnish to Sections 6.2 and 6.3, cooperate with each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Transactions.
(b) The Company and BCHI shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actionsobtain any third party consents, and do or cause to be done all things, (i) necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and Transactions, or (ii) required to prevent a Company Material Adverse Effect or BCHI Material Adverse Effect, respectively, from occurring prior to or after the other transactions contemplated by Effective Time.
(c) Without limiting the generality of anything contained in this Agreement as expeditiously as possibleSection 6.1, including each Party hereto will: (i) preparing and filing all documentation to effect all necessary notices, reports and give the other filings (and in parties prompt notice of the making or commencement of any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws Action with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, Transactions; (ii) satisfying keep the conditions other parties informed as to consummating the Merger, status of any such request or Action; (iii) defending promptly inform the other parties of any lawsuits communication to or other legal proceedings, whether judicial from any Governmental Entity regarding the Merger or administrative, challenging this Agreement or the consummation any of the Merger, other Transactions; (iv) obtaining (and cooperating with each other in obtaining) respond as promptly as practicable to any consentadditional requests for information received by any Party from any Antitrust Authority, approval ofthe FCC, waiver any State PSC or any exemption by, any non-governmental third party, in each case, other Governmental Entity with respect to the extent necessary, proper Transactions or advisable in connection with the Merger filings contemplated by Section 7.1(a); and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during (A) obtain termination or expiration of the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any applicable laws and obtain such approvals, consents and clearances as may be necessary, proper or advisable under any applicable Laws and (B) prevent the entry in any Action brought by a Governmental Entity or any other Antitrust Laws Person of any Order which would prohibit, make unlawful or enter into delay the consummation of the Transactions. Each Party will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any agreement filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Merger or any of the other Transactions. In addition, except as may be prohibited by any Governmental Entity to delay the transactions contemplated hereby except or by applicable Law, in connection with prior written consent any such request or Action, each Party hereto will permit Representatives of the other Party. None of the Parties shall knowingly take, cause or permit parties to be taken present at each meeting or omit conference relating to take such request or Action and to have access to and be consulted in connection with any action which document, opinion or proposal made or submitted to any Governmental Entity in connection with such party reasonably expects is likely request or Action.
(d) Notwithstanding anything to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used contrary in this Agreement, nothing in this Agreement will be deemed to require the term “Antitrust Laws” means Company, BCHI or any of their respective Affiliates (i) to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, including any assets acquired by the Xxxxxxx Antitrust ActCompany, BCHI or any of their respective Affiliates in connection with the Xxxxxxx Antitrust Act Transactions, (ii) to commence any litigation against any Person in order to facilitate the consummation of 1914the Transactions or (iii) to defend against any litigation filed with or brought by any Governmental Entity seeking to prevent the consummation of, or impose limitations on, any of the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionTransactions.
Appears in 1 contract
Samples: Merger Agreement (Fusion Telecommunications International Inc)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (and the Company shall cooperate with Parent in connection therewith), and promptly thereafter mail the Prospectus/Proxy Statement to the respective stockholders of each of the Company and Parent. Parent shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, each shall cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including as required by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure LetterHealth Benefit Laws) and to obtain as expeditiously promptly as possible practicable all consents, waivers, registrations, approvals, permits, expirations of waiting periods permits 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 this AgreementAgreement (including as required by Health Benefit Laws); provided, however, that in connection with obtaining consents required under any Contracts, the Company shall not agree to any material modifications or amendments of any Contracts or incur any additional material obligations or liabilities to any party to such Contracts; provided, further, that nothing in this Section 6.5 shall require, or be construed to require, Parent, in connection with the receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any of its assets or businesses) or (ii) satisfying agree to any material conditions relating to, or material changes or restriction in, the operations of any such assets or businesses; provided, however, that it is agreed that routine conditions sought to consummating be imposed by a state Governmental Entity that Parent has customarily agreed to in the Mergerpast in connection with obtaining regulatory consents from such Governmental Entity shall not be considered "material conditions" for purposes of clause (ii) above. Subject to applicable Laws relating to the exchange of information, (iii) defending any lawsuits or other legal proceedingsParent and the Company shall have the right to review in advance, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and to fully carry out the purposes of this Stock Option Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company Each of Purchaser and Parent shall, subject to Sections 6.2 and 6.3, the Sellers shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use 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 and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings and to obtain as promptly as practicable all Consents and Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to (i) applicable Laws relating to the exchange of information and the direction of any Governmental Entity and (ii) matters that FDS or Purchaser reasonably determines should not be disclosed to the other due to confidentiality concerns, Purchaser, on the one hand, and FDS, on the other hand, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or FDS and their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of FDS and Purchaser shall act reasonably and as promptly as practicable. Without limiting the foregoing, the parties shall use their reasonable best efforts to cause all necessary initial filings with all Governmental Entities in connection with the HSR Act to be made as promptly as practicable on or after the date of this Agreement, and in any event, by filing within ten event no later than seven (107) Business Days after the date of this Agreement Agreement. Each of Purchaser and the notifications, filings and other information required to be filed Sellers will respond promptly under the circumstances to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement, including promptly filing a response to a “Request for Additional Information and Documentary Materials” from an applicable Governmental Entity in connection with its review of the transactions contemplated by this Agreement pursuant to the HSR Act Act.
(b) In furtherance and as promptly as practicable not limitation of the provisions in the case of Section 5.2(a), Purchaser shall offer to take (and if such offer is accepted, commit to take) all other filings required necessary steps to avoid or eliminate impediments under any Foreign Competition Laws antitrust, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated herebyhereby and to avoid or prevent the entry of any Governmental Order sought by any Governmental Entity or private entity under any antitrust, which are competition or trade regulation Law that would result in the failure of the condition set forth in Section 7.1(b)(ii6.1(b) to be satisfied, in each case to enable the Closing to occur as expeditiously as possible. Purchaser shall propose, negotiate, cooperate with FDS, and effect (or permit the Sellers to effect) prior to the Closing Date, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of itself, the Company or the Subsidiaries (or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of its businesses, product lines, or assets or those of the Company Disclosure Letteror the Subsidiaries) as may be required in order to avoid the entry of, or to effect the dissolution of, any Governmental Order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated hereby.
(c) Subject to applicable Laws relating to the exchange of information and the direction of any Governmental Entity, each of the Sellers and Purchaser shall, upon the reasonable request by the other, furnish or cause to obtain be furnished to the other all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations may reasonably be necessary or advisable in connection with any statement, submission, filing, notice or application made by or on behalf of Purchaser or the Sellers or any of their respective Affiliates to be obtained from any third party and/or any Governmental Entity in order connection with the approval of or Consent to consummate the Merger or transactions contemplated by this Agreement.
(d) Subject to applicable Laws relating to the exchange of information and the direction of any Governmental Entity, (i) each of the Sellers and Purchaser shall keep the other apprised of the status of matters for which it is responsible relating to completion of the transactions contemplated by this Agreement, including (A) promptly furnishing the other with copies of notices or other communications received by Purchaser or the Sellers, or their respective Affiliates, as the case may be, from any third party or any Governmental Entity and (B) promptly informing the other of any discussions with any such third party or Governmental Entity, in each case with respect to the transactions contemplated by this Agreement (including in connection with all approvals required under the HSR Act); (ii) satisfying the conditions Sellers shall give prompt notice to consummating Purchaser of any change that would reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation ability of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary Sellers to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
; (biii) Subject Purchaser shall give prompt notice to Section 6.6(c)FDS of any change that would reasonably be expected to prevent, in materially delay or materially impair the event that ability of Purchaser to consummate the parties receive a request for information or documentary material pursuant to transactions contemplated by this Agreement; and (iv) neither the HSR Act Sellers nor Purchaser shall permit any of its officers, directors or any other Antitrust Laws (a “Second Request”), unless otherwise agreed representatives or agents to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of participate in any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement meeting with any Governmental Entity or private party in respect of any filings, investigation or other inquiry relating to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, unless it consults with the term “Antitrust Laws” means other party in advance and gives the Xxxxxxx Antitrust Act, other party the Xxxxxxx Antitrust Act of 1914, the HSR Act opportunity to attend and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionparticipate thereat.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company shall cooperate with Buyer, and Buyer shall cooperate with the Company, and prior to the Closing each of the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Buyer shall use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possibleAgreement, including (i) to satisfy the conditions hereto, and the Ancillary Agreements as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement and the Ancillary Agreements and satisfy the conditions hereto; provided, however, that (i) other than in connection with satisfying the condition contained in Section 6.3(d) hereof, nothing in this Agreement, including this Section 5.4, shall require, or be construed to require, the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any assets, licenses, operations, rights, product lines, businesses or interest therein of the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or Subsidiaries (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or to take any of the foregoing actions) or to agree to any material changes (including, without limitation, through a licensing arrangement) or restriction or condition on, or other impairment of the Company’s, Buyer’s or any of their respective Affiliates’ (or their direct or indirect shareholders’ or such shareholders’ Affiliates) ability to own or operate, of any such assets, licenses, product lines, businesses and interests therein, (ii) satisfying nothing in this Agreement shall require, or be construed to require, the conditions Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) to consummating take any other action under this Section 5.4 if a Governmental Entity authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger, Closing and (iii) defending any lawsuits or other legal proceedingsBuyer shall not be required to use its reasonable best efforts to satisfy the condition contained in Section 6.3(e). Subject to applicable Laws relating to the exchange of information, whether judicial or administrativeBuyer and the Company shall have the right to review in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult with the other on and consider in good faith the views of the other in connection with, proper all of the information relating to Buyer, on the one hand, or advisable the Company on the other hand, and any of their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger transactions contemplated by this Agreement and the Ancillary Agreements.
(vb) executing The Company shall, upon request by Buyer, furnish Buyer, and delivering Buyer shall, upon request by the Company, furnish the Company, with all information concerning itself, Minority Member Parent (or the ultimate U.S. taxpayer(s) invested in Minority Member Parent, in the event that neither Buyer nor Minority Member Parent is a U.S. federal income taxpayer), and their respective directors and officers as may be required to be disclosed by applicable law, regulation or written orders from any reasonable additional instruments Governmental Entity or reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of the Company, Buyer or any of their respective Subsidiaries to consummate any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
(c) Subject to applicable Law and the instructions of any Governmental Entity, the Company shall keep Buyer, and Buyer shall keep the Company, apprised of the status of matters relating to completion of the transactions contemplated hereby and to fully carry out by the purposes Ancillary Agreements, including promptly furnishing the other with copies of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information notices or documentary material pursuant to the HSR Act other communications received by Buyer or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of their Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Samples: Contribution and Subscription Agreement (Oncor Electric Delivery Co LLC)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly soon as practicable all consents (including, but not limited to, the parties cooperating and using their reasonable best efforts to obtain the consents listed in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii5.1(d) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents), registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. Subject to appli- cable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, (ii) satisfying the conditions to consummating the Mergerwork-product doctrine, (iii) defending any lawsuits self-audit privilege or other legal proceedingssimilar privilege, whether judicial or administrativeParent and the Company shall have the right to review and comment on in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(b) Subject to applicable Laws and the preservation of any applicable attorney-client privilege, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(c) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, 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 notices or other 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.
(d) Without limiting the generality of the undertakings pursuant to this Section 6.6(c)6.4, each of the Company and Parent agrees to take or cause to be taken the following actions: (i) provide promptly to any and all federal, state, local or foreign courts or Governmental Entity with jurisdiction over enforcement of any applicable antitrust laws ("Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Company Merger and the transactions contemplated by this Agreement and (ii) contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would materially delay, restrain, enjoin or otherwise prohibit consummation of the Company Merger and, in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the parties receive a request for information Company Merger in accordance with the terms of this Agreement unlawful or documentary material pursuant that would prevent or materially delay consummation of the Company Merger or the other transactions contemplated by this Agreement, Parent agrees to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable its best efforts to submit an appropriate response take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (e) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation.
(e) Without limiting the generality of the covenants contained in this Section 6.4, Parent agrees to, and if necessary to certify compliance withprevent any Governmental Authority from issuing any order, such Second Request as promptly as practicableinjunction, and counsel for both parties will closely cooperate during decree, judgment or ruling or the entirety taking of any such Second Request review process. Neither Party shall agree other action restraining, enjoining or otherwise prohibiting the Company Merger, offer to extend any waiting period under the HSR Act or any other Antitrust Laws accept an order to divest (or enter into any a consent decree or other agreement with any Governmental Entity giving effect thereto) such of Parent's or the Company's assets as are required to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly takeforestall such order, cause injunction, decree, judgment, ruling or permit action and to be taken or omit to take any action which hold separate such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionassets pending such divestiture.
Appears in 1 contract
Samples: Merger Agreement (Nisource Inc)
Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, the Purchaser shall cooperate with each other and use, and shall cause their respective Subsidiaries and Affiliates 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, reasonably necessary, proper or advisable on their part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing all documentation to effect obtaining all necessary noticesactions, reports consents and approvals from Governmental Authorities, or other Persons necessary in connection with the consummation of the Transactions and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any, required or recommended under all applicable Antitrust Requirements) and taking all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in any event, by filing within ten (10) Business Days after connection with the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) consummation of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this AgreementTransactions, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerTransactions performed or consummated by such Party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, (iviii) obtaining (the execution and cooperating with each other in obtaining) delivery of any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby Merger and Transactions in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement, and (iv) the execution by the Purchaser and/or its Affiliates of an undertaking in customary form in favor of the OCS to comply with the applicable Law, if required.
(b) Subject In furtherance and not in limitation of the foregoing, (i) each party hereto agrees to make all appropriate filings with any applicable Governmental Authority set forth on Section 6.6(c)7.1(b) of the Company Disclosure Schedule as promptly as practicable and in any event within fifteen (15) Business Days from the date hereof, in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any such other Antitrust Laws (a “Second Request”), unless otherwise time as mutually agreed to by the Companyparties, the Parties will and to supply as promptly as practicable any additional information and documentary material that may be required with respect to such filings and use their its reasonable best efforts to submit an appropriate response totake, or cause to be taken, all other actions consistent with this Section 6.8 necessary to cause the expiration or termination of the applicable waiting periods with respect to such filings (including any extensions thereof), if any, as soon as practicable and (ii) the Company and the Purchaser shall each use its reasonable best efforts to certify compliance with(A) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to the Merger or the Transactions and (B) if any state takeover statute or similar Law becomes applicable to the Merger or the Transactions, such Second Request take all action necessary to ensure that the Merger and the Transactions may be consummated as promptly as practicable, practicable on the terms contemplated by this Agreement and counsel for both parties will closely cooperate during otherwise minimize the entirety effect of such Law on the Merger and the Transactions.
(c) Subject to applicable Law and the instructions of any such Second Request review processGovernmental Authority, each of the Company and the Purchaser shall keep the other reasonably apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of material notices or other communications received by the Purchaser or the Company, as the case may be, or any of their Subsidiaries from any third party and/or any Governmental Authority with respect to the Transactions. Neither Party the Company nor the Purchaser shall agree to extend permit any waiting period under the HSR Act of its officers or any other Antitrust Laws or enter into Representatives to participate in any agreement meeting with any Governmental Entity Authority in respect of any filings, investigation or other inquiry relating to delay the transactions contemplated hereby except Transactions unless it consults with prior written consent the other Party in advance and shall, to the extent permitted by such Governmental Authority, give the other Party the opportunity to attend and participate thereat.
(d) Each of the other PartyCompany and the Purchaser hereby agrees to pay or commit to pay fifty percent (50%) of all fees in connection with the filings with Governmental Authorities contemplated by this Section 6.8 and Section 6.10 of this Agreement. None Each of the Parties shall knowingly takehereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, cause including immediately informing the other Party of such inquiry, consulting in advance before making any presentations or permit submissions to be taken a Governmental Authority, and supplying each other with copies of all material correspondence, filings or omit communications between such Party and any Governmental Authority with respect to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Parent and the Company each shall use commercially reasonable efforts to have the S-4 Registration Statement declared effective under the Securities Act as A-27 promptly as practicable after such filing, including procuring any opinions necessary for such declaration and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company. Parent shall also use commercially reasonable efforts to obtain prior to the effective date of the S-4 Registration Statement any necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) The Company and Parent shalleach shall use commercially reasonable efforts to cause to be delivered a letter of its independent auditors, subject dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement, except that the "comfort" letter delivered by the independent auditors of the Company need only cover the fiscal year ended July 31, 2002 and any periods reviewed by such independent auditors subsequent to such period.
(c) The Company and Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) commercially 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 and Orders to consummate and make effective the Merger, the financing for the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, (ii) satisfying however, that nothing in this Section 6.5 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the conditions to consummating Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Company or any exemption byof their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any non-governmental third partyof its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement.
(e) The Company and Parent each shall use commercially reasonable efforts to fully carry obtain all necessary rulings or orders of Canadian securities regulatory authorities to exempt the distribution by Parent of the Parent Common Stock issued pursuant to this Agreement from the registration and prospectus requirements of applicable Canadian securities law and ensure that the first trade in the shares of Parent Common Stock so distributed shall not be considered to be a distribution, provided that the conditions set out in subsection (3) or (4) of section 2.6 of the purposes Multilateral Instrument 45-102 and equivalent provisions in the province of Quebec are satisfied.
(f) 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 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 A-28 transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively. Neither the Company nor Parent shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat.
(g) Notwithstanding any other provision of this Section 6.5, Parent shall use its reasonable best efforts to satisfy the conditions contained in Section 7.2(e) of this Agreement.
(bh) Subject The Company and Parent shall promptly make all filings, notifications, applications, permit transfers and other submissions relating to Section 6.6(c), in the event that the parties receive a request for information Offer and Merger required or documentary material customary pursuant to any Environmental Laws including without limitation those relating to the HSR ownership, operation or transfer of real property such as the New Jersey Industrial Site Recovery Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.N.J.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company Sellers and Parent shall, subject to Sections 6.2 and 6.3, Purchaser shall cooperate with each other and use, and each shall cause their respective Subsidiaries to use, 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, applications, petitions, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, licenses, permits, expirations of waiting periods qualifications, orders 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 this Agreement. Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits work-product doctrine or other legal proceedingssimilar privilege, whether judicial or administrativePurchaser and the Sellers shall have the right to review and comment on in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all filings made with, or advisable written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(b) Subject to Section 6.6(c)applicable Laws and the preservation of any applicable attorney-client privilege, work-product doctrine or other similar privilege, the Sellers and Purchaser each shall, upon request by the other, furnish the other with all true and accurate information concerning itself, its directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the any statement, filing, notice or application made by or on behalf of either Seller or Purchaser to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, (i) Sellers and Purchaser each shall promptly provide the other Party with copies of all filings made by either of the Sellers or Purchaser with any federal or state court, administrative agency, commission or other Governmental Entity in connection with this Agreement and the transactions contemplated hereby, (ii) the Sellers 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 other with copies of any notices or other communications received by Sellers or Purchaser, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement and (iii) the Sellers and Purchaser each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or Purchaser Material Adverse Effect, respectively.
(d) Immediately following the date of execution of this Agreement and subject to applicable Laws, the Sellers shall, and shall cause their Affiliates, including the Companies, to cooperate with Purchaser in planning for transition of the businesses of the Companies (including data, systems, operation and administration) to Purchaser as of the Closing Date. In order to facilitate this process, as promptly as practicable after the date hereof, each of Purchaser and Seller shall designate an individual to serve as their transition coordinator (each a “Transition Coordinator”) who shall meet on a regular basis to review current procedures applicable to performing the following business cycles for each Company: Corporate Governance; Regulatory; Treasury; Corporate Accounting; Accounts Payable & Purchasing; Taxes; Payroll; Benefits and Human Resources; Revenues and Receivables; Construction; Utility Operations; and Information Systems. The Transition Coordinators shall also (i) develop a transition services plan to provide for the processing of all regular business transactions, assist in the event that migration of files and data, and continue the parties receive provision of gas purchasing and management and system dispatch for a request for information or documentary material period of 180 days after closing and (ii) recommend, subject to approval of each of Seller and Purchaser, the specific scope of the services to be provided by Seller pursuant to a transition services agreement consistent with the HSR Act terms set forth on Exhibit C to be executed by Seller and Purchaser on or any other Antitrust Laws before the Closing Date (a the “Second RequestTransition Services Agreement”).
(e) In the event any claim, unless otherwise agreed to action, suit, investigation or other proceeding by any Governmental Entity or other Person or other legal or administrative proceeding is commenced that questions the Companyvalidity or legality of this Agreement or the transactions contemplated hereby or claims damages in connection therewith, the Parties will Sellers and Purchaser each agree to cooperate and use their reasonable best efforts to submit an appropriate response to, defend against and respond to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act claim or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionproceeding.
Appears in 1 contract
Filings; Other Actions; Notification. (a) Parent and the Company shall as promptly as practicable prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall as promptly as practicable prepare and file with, or confidentially submit, the SEC the F-4 Registration Statement to provide that all Parent ADSs issued as part of the Merger Consideration are covered by the F-4 Registration Statement, including the Contingent ADSs. Parent and the Company each shall use its reasonable best efforts to have the F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing or submission. Parent shall also use reasonable best efforts to obtain prior to the effective date of the F-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and will pay all expenses incident thereto.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, subject, in the Company's case, to Section 6.2, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, (ii) satisfying however, that nothing in this Section 6.5 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the conditions to consummating Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Company or any exemption byof their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any non-governmental third partyof its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the F-4 Registration Statement, Parent's listing particulars with the LSE or any other statement, filing, notice or application made by or on behalf of Parent or the Company to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will case may be, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively.
(e) The Company shall use their reasonable best efforts to submit obtain or effect, as the case may be, any consents, notices, waivers or other actions set forth on Schedule 5.1(d), including, without limitation, any with respect to any Contracts of the Company with Chiron Corporation, Research Development Foundation and Pharmacia & Upjohn, necessary for the Surviving Corporation to be entitled to enforce on the same terms any rights against such parties enforceable by the Company thereunder and for the obligations performable by the Company thereunder to be performable on the same terms by the Surviving Corporation.
(f) The Company shall use reasonable best efforts to cooperate with Parent to establish an appropriate response toarrangement, prior to Parent's submission to the London Stock Exchange of the Listing Particulars relating to the Merger Consideration (the "Listing Submission Date") between Parent and Silicon Valley Bank with respect to certify compliance withany obligations owed (or to come due) by Company to Silicon Valley Bank, such Second Request mutually satisfactory to Company and Parent (taking into consideration the Business Plan).
(g) If any or all of the $11.7 million amount owed to Chiron Corporation under that certain Collaboration Agreement between Chiron Corporation and the Company, dated March 31, 1994, as promptly as practicableamended, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period becomes payable under the HSR Act or any other Antitrust Laws or terms of such agreement, the Company shall use reasonable best efforts to cooperate to establish an arrangement, prior to the Listing Submission Date, with Chiron Corporation with respect to the timing and treatment of such payment, mutually satisfactory to Company and Parent (taking into consideration the Business Plan).
(h) The Company shall use reasonable best efforts to cause the parties to the agreements attached hereto as Exhibit A to duly enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionagreements as soon as possible.
Appears in 1 contract
Samples: Merger Agreement (Skyepharma PLC)
Filings; Other Actions; Notification. (a) The Company Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Merger Sub shall (and shall cause their respective its Subsidiaries to use, their to) cooperate and use its respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing promptly making any required submissions and filing all documentation filings under applicable Law or to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws Governmental Entities with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) Merger and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, (ii) satisfying the conditions promptly furnishing information requested in connection with such submissions and filings to consummating the Mergersuch Governmental Entities or under such applicable Law, (iii) defending keeping the other parties reasonably informed with respect to the status of any lawsuits such submissions and filings to such Governmental Entities or under such applicable Law, including with respect to: (A) the occurrence or receipt of any consents, approvals, clearances, authorizations under such applicable Law, (B) the expiration or termination of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under such applicable Law, and (D) the nature and status of any objections raised or proposed or threatened to be raised under such applicable Law with respect to the Merger or the other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or the consummation of the Merger, and (iv) obtaining (all consents, approvals, clearances, authorizations and cooperating with each other in obtaining) Permits from any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent Governmental Entity necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement as soon as practicable. Parent shall (x) be responsible for all fees associated with obtaining all consents, approvals, clearances, authorizations and Permits pursuant to this Section 6.02 and (y) from time to time, promptly upon request by the Company, reimburse the Company and each of its Subsidiaries for any and all reasonable, documented out-of-pocket fees, costs and expenses (including the reasonable fees, costs and expenses of counsel, accountants and other advisors) incurred by any of them in connection with the filing of any notices, reports and other filings, or obtaining all such consents, approvals, clearances, authorizations and Permits.
(b) In furtherance and not in limitation of the foregoing: each of the Company, Parent and Merger Sub shall (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable following the date of this Agreement, (ii) furnish as soon as practicable any additional information and documentary material that may be required or requested pursuant to the HSR Act and (iii) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.02 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable.
(c) The Company, Parent and Merger Sub shall, subject to applicable Law relating to the exchange of information: (i) promptly notify the other parties of (and if in writing, furnish the other parties with copies of) any communication to such Person from a Governmental Entity regarding the filings and submissions described in this Section 6.02 and permit the other parties to review and discuss in advance (and to fully carry out consider in good faith any comments made by the purposes others in relation to) any proposed written response to any communication from a Governmental Entity regarding such filings and submissions, (ii) keep the other parties reasonably informed of any developments, meetings or discussions with any Governmental Entity in respect of any filings, submissions, investigations, or inquiries concerning the transactions contemplated by this Agreement and (iii) not independently participate in any meeting or discussion with a Governmental Entity in respect of any filings, submissions, investigations or inquiries concerning the transactions contemplated by this Agreement without giving the other party or parties hereto prior notice of such meeting or discussions and, unless prohibited by such Governmental Entity, the opportunity to attend or participate; provided, however, that the Company, Parent and Merger Sub shall be permitted to redact any correspondence, filing, submission or communication prior to furnishing it to the other parties to the extent such correspondence, filing, submission or communication contains competitively or commercially sensitive information, including information relating to the valuation of the transactions contemplated by this Agreement.
(bd) Subject In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 6.6(c6.02, Parent and Merger Sub agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment to and obtain all consents, approvals, clearances and authorizations under applicable Laws that may be required by any Governmental Entity, so as to enable the parties to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable, including committing to and effecting, by consent decree, hold separate orders, trust, or otherwise, (i) selling, licensing, holding separate or otherwise disposing of assets or businesses of Parent or the Company or any of their respective Subsidiaries, (ii) terminating, relinquishing, modifying, or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or any of their respective Subsidiaries and (iii) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or any of their respective Subsidiaries (each, a “Remedial Action”); provided, however, that any Remedial Action shall be conditioned upon consummation of the transactions contemplated by this Agreement.
(e) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 6.02, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable challenging any of the parties receive transactions contemplated by this Agreement and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to prevent, materially impede or materially delay the consummation of such transactions, Parent shall take or cause to be taken any and all action, including a request for information Remedial Action, to avoid or documentary material pursuant to the HSR Act resolve any such litigation, action or any other Antitrust Laws (a “Second Request”)proceeding as promptly as practicable. In addition, unless otherwise agreed to by each of the Company, the Parties will Parent and Merger Sub shall cooperate with each other and use their its respective reasonable best efforts to submit an appropriate response tocontest, defend and resist any such litigation, action or proceeding and to certify compliance withhave vacated, such Second Request lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays, interferes with or restricts consummation of the transactions contemplated by this Agreement as promptly as practicable.
(f) From the date hereof until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party neither Parent nor Merger Sub shall, nor shall they permit their respective Subsidiaries to, acquire or agree to extend acquire any waiting period rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to materially increase the risk of not obtaining, or would reasonably be expected to prevent or prohibit, or materially impede, interfere with or delay, obtaining, any applicable consents, approvals, clearances or authorizations under the HSR Act or any other Antitrust applicable Laws or enter into any agreement with any Governmental Entity respect to delay the transactions contemplated hereby except with prior written consent of the other Party. by this Agreement.
(g) None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used covenants set forth in this AgreementSection 6.02 shall apply to the De-Banking, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionwhich shall be governed solely by Section 6.18.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including, without limitation, the Company Charter Amendment or such alternative amendments to the Charter or alternative changes to market or regulatory structure as expeditiously may be required to consummate and make effective the Merger) as possiblesoon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permitsauthorizations and other Permits (including, expirations of waiting periods without limitation, any filings under the HSR Act and authorizations all approvals and consents to be obtained from the SEC) necessary or advisable to be obtained from any third party and/or any Governmental Entity Entity, Self-Regulatory Organization (if any) or OPRA (if any) in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Subsidiaries or affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) satisfying or to agree to any material changes or restriction in the conditions market or regulatory structure, of Parent, the Company or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses. Unless otherwise required by fiduciary obligations under applicable Law, the Company’s board of directors shall consider and make such determination with respect to consummating Parent, its Related Persons and the MergerPersons of which Parent and its Related Persons are Related Persons, as required by any Governmental Entity, Self-Regulatory Organization or OPRA (iiiif applicable) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or whose consent is required for the consummation of the Merger. The Company and its board of directors and Parent and its board of directors shall use their respective reasonable best efforts to provide such information to the SEC as is required with respect to the consideration by the SEC of the Company Charter Amendment or such alternative amendments to the Charter or alternative changes to market or regulatory structure as may be required to consummate and make effective the Merger.
(b) If, (ivi) obtaining as a condition to granting its approval, any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable) whose approval is required for consummation of the Merger requires Parent to proffer to, or agree to, sell or hold separate and cooperating with each other agree to sell, before or after the Effective Time, any assets, businesses, or interest in obtaining) any consentassets or businesses of Parent, approval of, waiver the Company or any exemption byof their respective Subsidiaries or affiliates (or to consent to any sale, or agreement to sell, by the Company of any non-governmental third partyof its assets or businesses) or to agree to any material changes or restriction in the market or regulatory structure, of Parent, the Company or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses, and Parent elects not to accept such condition or (ii) if Parent otherwise does not agree to any other condition requested by such Person (such actions by Parent set forth in clauses (i) and (ii), “Parent’s Election Not to Accept Regulatory Conditions”), and such Person denies its approval directly as a result of such refusal on the part of Parent, and such denial becomes final, for the avoidance of doubt, Parent would be entitled to exercise its right to terminate this Agreement pursuant to the terms of Section 8.2(iii) of this Agreement, and Parent would be entitled to terminate this Agreement pursuant to the terms of Section 8.4(iv) of this Agreement. If this Agreement is so terminated, in each casecase and for the avoidance of doubt, the Company shall be entitled to reimbursement by Parent of the Company’s actual out-of-pocket documented charges and expenses incurred by the Company in connection with the Agreement and the transactions contemplated by this Agreement pursuant to the terms of Section 8.5(b)(1) of this Agreement.
(c) Subject to applicable Laws relating to the sharing of information, Parent and the Company shall have the right to review in advance, and to the extent necessarypracticable, proper each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), in connection with the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject to Section 6.6(capplicable Law and the instructions of any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), in 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 notices or other 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, Self-Regulatory Organization (if applicable) or OPRA (if applicable), with respect to such transactions. The Company and Parent each shall give prompt notice to the other of any change that is reasonably expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively.
(f) In the event that the parties receive in connection with obtaining a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws Governmental Consent (a “Second Request”as defined in Section 7.1(b)), unless otherwise agreed Parent determines that a matter needs to be approved by the Companyholders of Parent Common Stock, Parent will take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock as promptly as practicable to consider and vote upon the matters subject to such approval. Unless otherwise required by fiduciary obligations under applicable Law, the Parties will use their Company’s Board of Directors shall recommend such approval, as the case may be, and shall make all reasonable best efforts to submit an appropriate response tosolicit such approval.
(g) If, and as a condition to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety granting its approval of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means SEC shall require that the Xxxxxxx Antitrust ActBoard of Directors of the Company shall make any of the determinations set forth in paragraphs 1(b) or (c) of Article Nine of the Company’s certificate of incorporation or to adopt any amendments to the Company Organizational Documents, the Xxxxxxx Antitrust Act parties hereto shall promptly and in good faith cooperate in all reasonable respects, including the furnishing by Parent to the Company of 1914all necessary information concerning Parent and its Related Persons (as defined in Article Nine of the Company’s certificate of incorporation) as may be necessary in order to enable the Board of Directors of the Company to be in a position to decide whether it can, consistent with its fiduciary duties, make such determinations and adopt such amendments to the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionCompany Organizational Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Archipelago Holdings Inc)
Filings; Other Actions; Notification. (a) The Each of Parent and the Company and Parent shall, subject to Sections 6.2 and 6.3, will cooperate with each other and use, and shall will cause their its respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the Transactions as promptly as practicable after the date of this Agreement. Without limiting the foregoing, Parent and the Company will prepare and file, or cause to be prepared and filed, all documentation necessary or appropriate to effect all notices, reports and other filings required to be filed with any Governmental Entity or other third party and to obtain, as promptly as reasonably practicable after the date of this Agreement, all consents and approvals of Governmental Entities and other third parties necessary or appropriate in connection with the Transactions, and each of Parent and the Company will use its reasonable best efforts to obtain, as promptly as reasonably practicable after the date of this Agreement, all such consents and approvals (including the use of such efforts by the Company with respect to the Subsequent Merger, but only if Parent shall have provided notice to the Company of Parent’s election that such efforts be so used). Except for actions permitted under Section 7.2 and Article IX, the Company and Parent will not take or permit any of their respective Subsidiaries to take any action that would reasonably be expected to prevent or materially delay the Merger, the obtaining of the Merger Regulatory Closing Consents, or the consummation of the Transactions.
(i) Prior to the Effective Time, neither Parent nor any of its Subsidiaries will enter into any agreement for the sale, transfer or other disposition of any of the public utilities owned by the Company or any of its Subsidiaries or announce or disclose any intention to enter into or effect any such agreement or transaction other than the Asset Sale Transactions, without the prior written consent of the Company.
(ii) Nothing in this Section 7.5(a) will require, or be construed to require, (A) the Company to agree or consent to the Company or any of its Subsidiaries taking or refraining from taking any action or engaging in or refraining from any conduct, or agreeing to any restriction, condition or conduct, with respect to any of the businesses, assets or operations of the Company or any of its Subsidiaries, if this action, restriction, condition or conduct would take effect prior to the Closing or is not conditioned on the Closing occurring, or (B) Parent to take or refrain from taking, or to cause any of its Subsidiaries (including the Post-Sale Company and its Subsidiaries) to take or refrain from taking, any action or to engage in any conduct, or to agree or consent to Parent, the Company or any of their respective Subsidiaries taking any action, or agreeing to any restriction, condition or conduct, with respect to any of the businesses, assets or operations of Parent, the Company or any of their respective Subsidiaries, if (1) the cumulative impact of these actions, restrictions, conditions and conduct relating to the Company or any of its Subsidiaries would reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities (contingent or otherwise), business or results of operations of the Post-Sale Company and its Subsidiaries, taken as a whole, (2) the cumulative impact of these actions, restrictions, conditions and conduct relating to Parent or any of its Subsidiaries would reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities (contingent or otherwise), business or results of operations of Parent and its Subsidiaries, taken as a whole, or (3) the cumulative impact of these actions, restrictions, conditions and conduct relating to the assets and partnership interests being transferred under the Asset Sale Agreement and the Partnership Interests Purchase Agreement would reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities (contingent or otherwise), business or results of operations of such assets and partnership interests, considered together (each, a “Regulatory Material Adverse Effect”); it being understood that (X) any requirement for the divestiture of assets of Parent, the Post-Sale Company or any of the Subsidiaries of either may be taken into account in determining whether a Regulatory Material Adverse Effect would reasonably be expected to occur, and (Y) for purposes of determining whether a Regulatory Material Adverse Effect would reasonably be expected to occur both the positive and negative effects of any actions, conduct, restrictions and conditions, including any sale, divestiture, licensing, lease, disposition or change or proposed change in rates, will be taken into account.
(iii) To the extent permitted by Law, Parent and the Company will have the right to review in advance, and each will consult the other on, the form, substance and content of any filing to be made by Parent or the Company or any of their respective Subsidiaries with, or any other written materials submitted by any of them to, any third party and/or any Governmental Entity in connection with the Merger and the other Transactions (including the Registration Statement). To the extent permitted by Law each of Parent and the Company will provide the other with copies of all correspondence between it or any of its Subsidiaries (or its or their Representatives) and any Governmental Entity relating to the transactions contemplated by this Agreement and the transactions contemplated by the Asset Sale Agreement, and will use reasonable best efforts to ensure that all telephone calls and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement will include Representatives of Parent and the Company.
(iv) To the extent permitted by Law, the Company will have the right to review in advance, and the Asset Purchaser will consult with the Company on, the form, substance and content of any filing to be made by the Asset Purchaser or any of its Subsidiaries with, or any other written materials submitted by any of them to, any third party and/or any Governmental Entity in connection with the Merger, the other transactions contemplated by this Agreement and the transactions contemplated by the Asset Sale Agreement. To the extent permitted by Law the Asset Purchaser will provide the Company with copies of all correspondence between the Asset Purchaser or any of its Subsidiaries (or its or their Representatives) and any Governmental Entity relating to the transactions contemplated by this Agreement and the transactions contemplated by the Asset Sale Transactions, and will use reasonable best efforts to ensure that all telephone calls and meetings with a Governmental Entity regarding the Asset Sale Transactions will include Representatives of the Company.
(b) To the extent permitted by Law, each of the Company, Parent and the Asset Purchaser will, upon request by any other, furnish the others with all information concerning itself, its Subsidiaries, directors, officers and stockholders, as expeditiously the case may be, and those other matters as possiblemay be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or the Asset Purchaser or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transactions, including in connection with any registration statement to be filed by the Asset Purchaser with respect to obtaining the Asset Purchaser Financing.
(c) The Company shall use its reasonable best efforts in cooperation with Parent to obtain the authorizations necessary under section 305(a) of the Federal Power Act and sections 393.210 and 393.220, RSMo., to permit a portion of the proceeds of the Asset Sale Transactions to be used to pay the cash Merger Consideration. Parent acknowledges that its obligations under this Agreement, including its obligation to consummate the Merger and deposit (or cause to be deposited with the Exchange Agent) the cash to be paid to the stockholders of the Company in the Merger, are not conditioned upon or subject to receipt of these authorizations or of an alternate source of funds for payment of the cash Merger Consideration.
(d) The Company will use reasonable best efforts to furnish to Parent financial information regarding the Company and to assist Parent in preparing financial statements and pro forma financial information, in each case that in Parent’s reasonable judgment may be required to be included in the Registration Statement and in any prospectus, offering memorandum or other offering document or materials that may be prepared in connection with any financing transactions undertaken by Parent on or prior to the Closing Date. The Company will use its commercially reasonable efforts to cause its independent auditors to deliver customary “comfort” letters in connection with any such financing transactions.
(e) Each of Parent, the Company and the Asset Purchaser will keep the others apprised of the status of matters relating to completion of the Merger, the other transactions contemplated hereby and the transactions contemplated by the Asset Sale Agreement and the Partnership Interests Purchase Agreement, including promptly furnishing the others with copies of (i) preparing and filing all documentation any notice or other communication received by Parent, the Company or the Asset Purchaser, as the case may be, or any of their respective Subsidiaries with respect to effect all necessary noticesthe Merger, reports and the other filings transactions contemplated by this Agreement or Asset Sale Transactions regarding the occurrence or existence of (and A) the breach in any eventmaterial respect of a representation, warranty or covenant made by filing within ten the other in this Agreement, (10B) Business Days after the date of this Agreement the notificationsany fact, filings and circumstance or event that would reasonably be expected to prevent or materially delay any condition precedent to any party’s obligations from being satisfied, and/or (C) a Company Material Adverse Effect, Parent Material Adverse Effect or Asset Purchaser Material Adverse Effect; (ii) any notice or other information required to be filed under the HSR Act and as promptly as practicable communication (other than routine notices or communications in the case ordinary course of all other filings required under business) from any Foreign Competition Laws Governmental Entity with respect to the transactions contemplated hereby; (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby. Each of Parent, which are set forth Section 7.1(b)(iithe Company and the Asset Purchaser will promptly notify the others of (A) the commencement or, to the Knowledge of the Company, the Knowledge of Parent or the knowledge of the executive officers of the Asset Purchaser, threatened commencement of any material claims, suits, actions, charges or proceedings before any Governmental Entity or any arbitration against the Company, Parent, the Asset Purchaser or any of their respective Subsidiaries, (B) to the Knowledge of the Company, the Knowledge of Parent or the knowledge of the executive officers of the Asset Purchaser, the commencement of any investigations or formal or informal inquiries by any Governmental Entity against or relating to the Company, Parent, the Asset Purchaser or any of their respective Subsidiaries, (C) the commencement of any material internal investigations or the receipt of any material and reasonably credible whistle-blower complaints relating to the Company, Parent or the Asset Purchaser, or any of their respective Subsidiaries and (D) the entry of any material judgments, decrees, injunctions or orders of any Governmental Entity relating to the Company, Parent or the Asset Purchaser, or any of their respective Subsidiaries.
(f) The Asset Purchaser will keep the Company Disclosure Letter) and Parent apprised of the status of matters relating to obtain as expeditiously as possible all consentscompletion of the Asset Sale Transactions, registrations, approvals, permits, expirations including promptly furnishing the Company with copies of waiting periods and authorizations necessary any notice or advisable to be obtained other communication received by the Asset Purchaser or any of its Subsidiaries from any third party and/or any Governmental Entity in order with respect to consummate the Merger or any Asset Sale Transactions.
(g) Each of Parent and the Company will use commercially reasonable efforts to cause to be delivered to the other transactions contemplated by this Agreementand the other’s directors a letter of its independent auditors, dated (i) the date on which the Registration Statement will become effective and (ii) satisfying the conditions Closing Date, and addressed to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third partyits directors, in each case, form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the extent Registration Statement.
(h) The Company will cooperate with Parent and use, and will cause its Subsidiaries to use, commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable in connection with on its part to enable Parent and Merger Sub to perform their obligations under the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Transition Services Agreement.
(bi) Subject The Company agrees to take the rate actions contemplated by Section 6.6(c)7.5(i) of the Company Disclosure Letter, in the event that the parties receive a request for information or documentary material pursuant if and to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionextent applicable.
Appears in 1 contract
Filings; Other Actions; Notification. (a) If a vote of the Company's stockholders is required by law, the Company shall promptly, following the acceptance for payment of Shares by Parent, pursuant to the Offer, prepare and file with the SEC the Proxy Statement, which shall include the recommendation of the Board of Directors of the Company that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) Upon and subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing in this Section 6.3 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any material assets, businesses or any interest in any material assets or businesses of Parent, the Company or any of their respective Affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) satisfying or to agree to any material change in or restriction on the conditions operations of any such assets or businesses; provided further, that nothing in this Section 6.3 shall require, or be construed to consummating require, a proffer or agreement that would, in the Mergergood faith judgment of Parent, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or be likely to have a significant adverse effect on the consummation benefits to Parent of the Mergertransactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.other
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company Each of JAVELIN and Parent shall, subject to Sections 6.2 and 6.3, NIVM shall cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its reasonable best efforts to take take, or cause to be taken taken, all actions, and do do, or cause to be done done, all things, necessary, proper proper, or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing filing, as promptly as practicable, all documentation to effect all necessary notices, reports reports, and other filings (and in any eventto obtain, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypracticable, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, waivers, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, NIVM and JAVELIN shall have the right to review in advance, and to the extent practicable, each will consult the other on, all the information relating to JAVELIN or NIVM, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of JAVELIN and NIVM shall act reasonably and as promptly as practicable.
(b) JAVELIN and NIVM 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 notices or other communications received by NIVM or JAVELIN, 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, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (. JAVELIN and cooperating with NIVM each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, shall give prompt notice to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay result in a JAVELIN Material Adverse Effect or prevent consummation of the contemplated transactionsan NIVM Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Merger Sub shall (and shall cause their its respective Subsidiaries to use, their to) cooperate and use its respective reasonable best efforts to (i) promptly make any required submissions and filings under applicable Law or to Governmental Entities with respect to the Merger and the other transactions contemplated by this Agreement, (ii) promptly furnish information requested in connection with such submissions and filings to such Governmental Entities or under such applicable Law, (iii) keep the other parties reasonably informed with respect to the status of any such submissions and filings to such Governmental Entities or under such applicable Law, including with respect to: (A) the occurrence or receipt of any Consent under such applicable Law, (B) the expiration or termination of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under such applicable Law, and (D) the nature and status of any objections raised or proposed or threatened to be raised under such applicable Law with respect to the Merger or the other transactions contemplated by this Agreement, (iv) obtain all Consents and Permits from any Governmental Entity (including the Regulatory Clearances) or any other Person necessary to consummate the transactions contemplated by this Agreement as soon as practicable, and (v) take or cause to be taken all other actions, and do or cause to be done all other things, necessary, proper or advisable under this Agreement and applicable Laws and Orders reasonably necessary to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable.
(b) In furtherance and not in limitation of the foregoing: each of the Company, including Parent and Merger Sub shall (i) preparing (A) make an appropriate filing of a Notification and filing all documentation Report Form pursuant to effect all necessary notices, reports and other filings the HSR Act with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable following the date of this Agreement (and in any event, by filing event within ten fifteen (1015) Business Days after the date of this Agreement hereof (unless the notificationsparties otherwise agree)), filings (B) furnish as soon as practicable any additional information and other information documentary material that may be required or requested pursuant to the HSR Act and (C) use its reasonable best efforts to take, or cause to be filed taken, all other actions consistent with this Section 5.02 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and (including any extensions thereof) as promptly soon as practicable and (ii) (A) make or cause to be made the appropriate filings (including notice filings) as soon as practicable (and in any event by the case of all other filings required under any Foreign Competition Laws date with respect to the transactions contemplated hereby, which are each such filing set forth in Section 7.1(b)(ii5.02(b) of the Company Disclosure LetterLetter (unless the parties otherwise agree)) with the FERC, the NRC, the FCC, the SCPSC, the NCUC and the GPSC relating to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods 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 this Agreement, (B) supply as soon as practicable any additional information and documentary material that may be required or requested by the FERC, the NRC, the FCC, the SCPSC, the SCORS, the NCUC and the GPSC, as applicable, in connection with the Regulatory Clearances and (C) use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 5.02 as necessary to obtain any necessary Consents and Permits from the FERC, the NRC, the FCC, the SCPSC, the NCUC and the GPSC, as applicable, in connection with the Regulatory Clearances as soon as practicable.
(c) In furtherance and not in limitation of the foregoing, as promptly as reasonably practicable following the date of this Agreement, the Company and Parent shall (i) work together in good faith the finalize the terms of the SCPCS Petition and (ii) satisfying jointly file the conditions SCPSC Petition. Each of the Company, Parent and Merger Sub shall furnish as soon as practicable any additional information and documentary material that may be required by the SCPSC or any other Government Entity in connection with the SCPSC Petition and use its reasonable best efforts to consummating take, or cause to be taken, all other actions consistent with this Section 5.02 and as set forth in the MergerSCPSC Petition necessary to obtain the SCPSC Petition Approval as soon as practicable.
(d) The Company, Parent and Merger Sub shall, subject to applicable Law relating to the exchange of information: (i) promptly notify the other parties of (and if in writing, furnish the other parties with copies of) any communication to such Person from any third party (other than a Representative of any of the parties hereto or any of their respective Subsidiaries) or any Governmental Entity regarding the filings and submissions described in this Section 5.02 and permit the other parties to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written response to any communication from any third party (other than a Representative of any of the parties hereto or any of their respective Subsidiaries) or any Governmental Entity regarding such filings and submissions, (ii) keep the other parties reasonably informed of any developments, meetings or discussions with any third party (other than a Representative of any of the parties hereto or any of their respective Subsidiaries) or any Governmental Entity in respect of any filings, submissions, investigations, or inquiries concerning the transactions contemplated by this Agreement and (iii) defending not independently participate in any lawsuits meeting or discussion with any third party (other than a Representative of any of the parties hereto or any of their respective Subsidiaries) or any Governmental Entity in respect of any filings, submissions, investigations or inquiries concerning the transactions contemplated by this Agreement without giving the other party or parties hereto prior notice of such meeting or discussions to the extent it is reasonably practical to do so and, unless prohibited by such third party or Governmental Entity or otherwise not reasonably practical, the opportunity to attend or participate; provided, however, that (x) the Company, Parent and Merger Sub shall be permitted to redact any correspondence, filing, submission or communication prior to furnishing it to the other parties to the extent such correspondence, filing, submission or communication contains competitively or commercially sensitive information, including information relating to the valuation of the transactions contemplated by this Agreement and (y) for the avoidance of doubt, the foregoing clause (iii) shall not prohibit the Company, Parent or Merger Sub from independently participating in meetings and discussions with third parties or Governmental Entities that solely relate to an explanation of the terms of this Agreement, including the conditions set forth in Article VI.
(e) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 5.02, Parent, Merger Sub and the Company agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment to and obtain all Consents under applicable Laws that may be required by any Governmental Entity (including any Regulatory Clearances and the SCPSC Petition Approval), so as to enable the parties to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable, including committing to and effecting, by consent decree, hold separate orders, trust, or otherwise, (i) selling, licensing, holding separate or otherwise disposing of assets or businesses of Parent or the Company or any of their respective Subsidiaries, (ii) terminating, relinquishing, modifying, or waiving existing relationships, ventures, contractual rights, obligations or other legal proceedingsarrangements of Parent or the Company or any of their respective Subsidiaries and (iii) creating any relationships, whether judicial ventures, contractual rights, obligations or administrativeother arrangements of Parent or the Company or any of their respective Subsidiaries (each, a “Remedial Action”); provided, however, that any Remedial Action may, at the discretion of the Company or Parent, be conditioned upon consummation of the transactions contemplated by this Agreement.
(f) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 5.02, in the event that any Proceeding is commenced, threatened or is reasonably foreseeable challenging any of the transactions contemplated by this Agreement and such Proceeding seeks, or would reasonably be expected to seek, to prevent, materially impede or materially delay the consummation of such transactions, Parent shall use reasonable best efforts to take or cause to be taken any and all action, including a Remedial Action, to avoid or resolve any such Proceeding as promptly as practicable. In addition, each of the MergerCompany, (iv) obtaining (Parent and cooperating Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest, defend and resist any such litigation, action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays, interferes with or restricts consummation of the transactions contemplated by this Agreement as promptly as practicable.
(g) From the date hereof until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, neither Parent, Merger Sub, nor Company shall, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to materially increase the risk of not obtaining, or would reasonably be expected to prevent or prohibit, or materially impede, interfere with or delay, obtaining, any applicable Consent under applicable Laws (including any Regulatory Clearance and the SCPSC Petition Approval) with respect to the transactions contemplated by this Agreement. Section 5.02(g) of the Company Disclosure Letter sets forth the approach to the coordination of matters related to the Company’s pending acquisition described as Item 3 of Section 3.01(f) of the Company Disclosure Letter and matters related to this Agreement.
(h) The Company and its Subsidiaries (as applicable) shall, to the extent reasonably practicable, subject to applicable Law relating to the exchange of information and except as would be in violation of, or result in a waiver or loss of, the attorney-client privilege or work-product doctrine: (i) within 48 hours of receipt thereof, notify Parent of (and if in writing, furnish Parent with copies of) any consentmaterial communication to the Company or its Subsidiaries from any Governmental Entity related to or arising out of any material claim, approval ofhearing, waiver investigation or Proceeding, whether criminal or civil in nature, relating to or arising out of the construction, or cessation of the construction, of nuclear power Units 2 and 3 at the Summer Station or the bankruptcy of Westinghouse Electric Company, LLC (including the settlement agreement entered into with Toshiba Corporation and any exemption byContract relating to the proceeds thereof) (collectively, “Nuclear Litigation”) and permit Parent to review and discuss in advance (and consider in good faith any comments made by Parent in relation to) any proposed written response to any material communication from any Governmental Entity related to or arising out of any Nuclear Litigation, (ii) keep Parent reasonably informed of any developments, meetings or discussions with any Governmental Entity related to or arising out of any Nuclear Litigation, and (iii) use good faith efforts to give Parent notice (which notice shall be prior notice to the extent providing prior notice is reasonably practical) of any material meetings or discussions relating to or arising out of any Nuclear Litigation (and consider in good faith any comments or guidance from Parent in relation to such meeting or discussions) and, if appropriate in the Company’s reasonable judgment, provide Parent the opportunity to attend or participate in such meetings or discussions.
(i) Notwithstanding anything set forth in this Agreement, Parent and its Affiliates shall not be required to and the Company and its Affiliates shall not be required to, unless conditioned on the Closing, and without the prior written consent of Parent (which consent may be withheld at Parent’s sole discretion) the Company shall not and shall cause its Subsidiaries not to, in connection with obtaining any Consent or Permit, or with respect to any actions required under this Section 5.02, offer or accept, or agree, commit to agree or consent to, any non-governmental third partyundertaking, term, condition, liability, obligation, commitment or sanction (including any Remedial Action), that constitutes a Burdensome Condition.
(j) Notwithstanding anything set forth in this Agreement, Parent and its Affiliates shall not be required to and the Company and its Affiliates shall not be required to, unless conditioned on the Closing, and without the prior written consent of Parent (which consent may be withheld at Parent’s sole discretion) the Company shall not and shall cause its Subsidiaries not to, in connection with the SCPSC Petition, offer or accept, or agree, commit to agree or consent to, any undertaking, term, condition, liability, obligation, commitment or sanction (including any Remedial Action) that (i) materially changes the proposed terms, conditions, or undertakings set forth in the SCPSC Petition or (ii) significantly changes the economic value of the proposed terms set forth in the SCPSC Petition, in each case, to the extent necessary, proper or advisable as reasonably determined by Parent in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementgood faith.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Samples: Merger Agreement (Scana Corp)
Filings; Other Actions; Notification. (a) Parent and the Company shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the SEC the Registration Statement, as promptly as practicable. Parent and the Company shall use their commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company. Parent shall also use its commercially reasonable best efforts to obtain prior to the effective date of the Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the consummation of the other transactions -45- contemplated by this Agreement and the Stock Option Agreement and will pay all expenses incident thereto.
(b) The Company shall use its commercially reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the Registration Statement shall become effective and (ii) the third business day prior to the Effective Time, and addressed to Parent and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.
(c) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective commercially 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 under this Agreement, the Stock Option Agreement, the Voting Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Voting Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals 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 this Agreement, the Stock Option Agreement and the Voting Agreement. In particular, the Company and Parent each agree to use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, such things as may be necessary under federal or state securities laws or the HSR Act or Foreign Merger Laws (iias hereinafter defined) satisfying applicable to or necessary for, and will file as soon as reasonably practicable and, if appropriate, use commercially reasonable efforts to have declared effective or approved, all documents and notifications with the conditions to consummating SEC and other governmental or regulatory bodies (including, without limitation, the MergerFDA and equivalent foreign regulatory bodies, (iiiand other foreign regulatory bodies that administer Foreign Merger Laws, and any foreign labor councils or bodies as may be required) defending any lawsuits that they deem necessary or other legal proceedingsappropriate for, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Merger or any exemption byof the other transactions contemplated hereby, and each party shall give the other information reasonably requested by such other party pertaining to it and its subsidiaries and affiliates to enable such other party to take such actions. Although the parties do not anticipate any legislative, administrative or judicial objection to the consummation of the Merger or any of the transactions contemplated by this Agreement, each of the Company, Parent and Merger Sub agrees to use commercially reasonable efforts to contest and resist any action, including legislative, administrative or judicial action, 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 restricts, prevents or prohibits the consummation of the Merger or any of the other transactions contemplated by this Agreement, including, without limitation, by pursuing available avenues of administrative and judicial appeal. Each of the Company, Parent and Merger Sub also agrees to use commercially reasonable efforts to take any and all actions necessary to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental antitrust authority or any other party so as to enable the parties to close by the date specified in Section 8.2(i) the transactions contemplated hereby; provided, however, that nothing in this Section 6.6 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any non-governmental third partyassets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses; and provided, further, that nothing in this Section 6.6 shall require, or be construed to require, a proffer or agreement that would, in each casethe good faith judgment of Parent, be reasonably likely to have a significant adverse effect on the benefits to Parent of the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Voting Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement, the Stock Option Agreement and to fully carry out the purposes of this Voting Agreement.
(be) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties 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, the Stock Option Agreement and the Voting Agreement. The Company and Parent each shall give prompt notice to the other of any change that has resulted in or is reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively.
(f) Parent shall notify the Company promptly (i) of the receipt of the comments of the SEC, (ii) of any request by the SEC for amendments or supplements to the Registration Statement, (iii) of the time when the Registration Statement has become effective or any supplement or amendment has been filed, or the issuance of any stop order and (iv) of the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and shall supply the Company with copies of all correspondence with the SEC with respect to the Registration Statement.
(g) If at any time prior to the Effective Time, any event or circumstance relating to the Company, any Subsidiary, or the Company's or any Subsidiary's officers or directors should occur and be discovered by the Company that is required to be described in an amendment or supplement to the definitive Proxy Statement/Prospectus or the Registration Statement, the Company shall promptly inform Parent. If at any time prior to the Effective Time, any event or circumstance relating to Parent or any of its subsidiaries or their respective officers or directors should occur and be discovered by Parent that is required to be described in an amendment or supplement to the definitive Proxy Statement/Prospectus or the Registration Statement, Parent shall promptly inform the Company. Whenever any event occurs that should be described in an amendment of, or supplement to, the definitive Proxy Statement/Prospectus or the Registration Statement, the Company or Parent, as the case may be, shall, upon learning of such event, promptly notify the other and consult and cooperate with the other in connection with the preparation of a mutually acceptable amendment or supplement. The parties shall promptly file such amendment or supplement with the SEC and mail such amendment or supplement as soon as practicable after it is cleared by the SEC. No amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld or delayed).
(h) The Company will use their its commercially reasonable best efforts to submit an appropriate response toobtain, as soon as practicable prior to the Effective Time, the consents and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period waivers required under the HSR Act or any other Antitrust Laws or enter into any agreement Contracts listed in Schedule 5.1(d)(ii) in connection with any Governmental Entity to delay the consummation of the transactions contemplated hereby except by this Agreement and the Stock Option Agreement.
(i) The Company will periodically provide Parent with prior written consent current draft versions of the other Party. None of the Parties shall knowingly take, cause or permit any filings to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to made by the Parties. As used in this Agreement, Company subsequent to the term “Antitrust Laws” means date hereof pursuant to the Xxxxxxx Antitrust Securities Act or the Exchange Act, the Xxxxxxx Antitrust Act including any documents incorporated therein by reference, promptly after preparation of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionsuch draft.
Appears in 1 contract
Samples: Merger Agreement (Sugen Inc)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Arrangement as expeditiously soon as possiblepracticable (but in no event later than the Termination Date), including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 and (ii) cooperating and working with counsel for the other party as promptly as practicable to develop and substantiate support for the transactions contemplated by this Agreement, whether from internal or third party sources, in order to consummate the transactions contemplated by this Agreement and the Arrangement; provided, however, nothing in this Section 3.4 shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or hold separate or agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, holding or agreement to sell, by the Company or Parent of any of its assets or businesses). Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Arrangement. Each of Parent and the Company will respond promptly to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement and the Arrangement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(b) Each of the Company and Parent shall use reasonable efforts to obtain all necessary or advisable rulings or orders of Canadian Securities Regulatory Authorities.
(c) Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning (i) itself and its Subsidiaries (including information concerning their respective businesses, operations, products, markets, customers, suppliers and others they have business relations with, in a form that complies with applicable Laws relating to the exchange of information) and (ii) satisfying the conditions to consummating the Mergerits and its Subsidiaries’ directors, (iii) defending any lawsuits officers and stockholders or shareholders, as applicable, and such other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper matters as may be reasonably necessary or advisable in connection with the Merger Circular (including the preparation of any pro forma financial statements), the S-8 Registration Statement, the Financing (including the preparation of any information memoranda for loan syndication, and any business projections and historical and pro forma financial statements), and any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement and the Arrangement. The Company shall provide, and cause its Subsidiaries and its and their respective Representatives to provide, all other information and assistance reasonably requested by Parent in connection with the Financing (vincluding syndication efforts), including for purposes of any road shows, meetings with, presentations to (including participation by members of senior management and representatives of the Company in such meetings and presentations), and due diligence of, lenders and ratings agencies, including with respect to obtaining auditors’ consents and comfort letters, providing access to auditors’ work papers, pledging any capital stock or other collateral, and to enable the Financing syndication efforts to benefit from the Company’s existing lending relationships.
(d) executing Each of the Company and delivering Parent shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement and the Arrangement, including promptly furnishing the other with copies of notices or other communications received by Parent, the Company or any reasonable additional instruments necessary of their respective Subsidiaries, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement and the Arrangement. Each of the Company and Parent shall give prompt notice to the other of any change that could reasonably be expected to result in a Company Material Adverse Effect or Parent Material Adverse Effect, respectively, or prevent, materially delay or materially impair the ability of the Company or Parent, respectively, to consummate the transactions contemplated hereby by this Agreement and to fully carry out the purposes Arrangement. Neither the Company nor Parent shall permit any of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act its officers or any other Antitrust Laws (a “Second Request”), unless otherwise agreed Representatives or agents to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of participate in any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement meeting with any Governmental Entity to delay the transactions contemplated hereby except in respect of any filings, investigation or other inquiry unless it consults with prior written consent of the other Party. None of party in advance and, to the Parties shall knowingly takeextent permitted by such Governmental Entity, cause or permit gives the other party the opportunity to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act attend and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionparticipate thereat.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, the Buyer Parties shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to (i) consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible reasonably practicable the expiration or termination of any applicable waiting period, and (ii) to obtain all necessary actions, non actions, waivers, consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations that may be required, 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 this Agreement, under applicable Law. In furtherance of the foregoing, the Company and Parent agree to file or cause to be filed the initial notification with respect to the Merger required under the HSR Act no later than ten (ii10) satisfying Business Days after the conditions date of this Agreement. Notwithstanding anything to consummating the Mergercontrary in this Agreement, in no event shall the Buyer Parties or any of their Affiliates be obligated in connection with the receipt of any consent, approval, ruling or authorization from any Governmental Entity in connection with this Agreement, to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to make payments (iiiother than customary filing fees) defending or enter into any lawsuits commercial arrangement, or commit, or commit to take, any other legal proceedings, whether judicial action (A) the effectiveness or administrative, challenging this Agreement or consummation of which is not conditional on the consummation of the Merger, or (ivB) obtaining that would reasonably be expected to result in a material and adverse impact on the Company and its Subsidiaries, taken as a whole, or the Buyer Parties and their Subsidiaries (including the Surviving Corporation and cooperating with each other in obtaining) any consentits Subsidiaries following the Effective Time), approval oftaken as a whole, waiver or any exemption by, any non-governmental third party, in each case, to of the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementBuyer Parties’ Affiliates.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant applicable Laws relating to the HSR Act exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of non-confidential information relating to Buyer Parties or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use case may be, and any of their reasonable best efforts to submit an appropriate response respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and to certify compliance withthe other transactions contemplated by this Agreement. In exercising the foregoing rights, such Second Request each of the Company and the Buyer Parties shall act reasonably and as promptly as practicable, .
(c) Subject to applicable Laws and counsel for both parties will closely cooperate during the entirety instructions of any such Second Request review processGovernmental Entity, the Company and the Buyer Parties 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 the portions of any notices or other communications received by the Buyer Parties or the Company, as the case may be, from any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. Neither Party the Company nor Buyer Parties shall agree nor shall they permit any of their Subsidiaries or Representatives to extend participate in any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement meeting with any Governmental Entity in respect of any filings, investigation or other inquiry with respect to delay the Merger and the other transactions contemplated hereby except unless they consult with prior the other parties in advance and, to the extent permitted by such Governmental Entity, give the other parties the opportunity to attend and participate thereat.
(d) From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger or any other Party. None transaction contemplated by this Agreement, or that the consummation of the Parties shall knowingly takeMerger will accelerate any rights or obligations, cause or permit to be taken any request or demand by such Person that the Company take certain actions or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of certain actions in connection with the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionMerger.
Appears in 1 contract
Samples: Merger Agreement (Sciquest Inc)
Filings; Other Actions; Notification. (a) The Company and Parent shallshall promptly, subject following the date hereof, prepare and file with the SEC the Prospectus/Proxy Statement, and Parent shall promptly, following the date hereof, prepare and file with the SEC the S-4 Registration Statement. Company and Parent each shall use its best efforts to Sections 6.2 have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and 6.3as soon as practicable thereafter mail the Prospectus/Proxy Statement to the shareholders of Company and the shareholders of Parent, and, if necessary after the Prospectus/Proxy Statement is mailed, promptly circulate amended supplemental proxy material, and, if required, resolicit proxies. Parent shall also use its best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated hereby and will pay all expenses incident thereto.
(b) Company and Parent shall cooperate with each other and use, use (and Parent shall cause their its respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously soon as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreementhereby. Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, (ii) satisfying the conditions to consummating the Mergerwork-product doctrine, (iii) defending any lawsuits self-audit privilege or other legal proceedingssimilar privilege, whether judicial or administrativeeach of Company and Parent shall have the right to review and comment on in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to such party, and any of Parent's Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. In exercising the foregoing right, each of Company and Parent shall act reasonably and as promptly as practicable.
(c) Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, (in the case of Parent) its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Company and Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby.
(vd) executing Subject to any confidentiality obligations and delivering the preservation of any reasonable additional instruments necessary attorney-client privilege, Company and Parent each shall keep the other apprised of the status of matters relating to consummate completion of the transactions contemplated hereby and to fully carry out hereby, including promptly furnishing the purposes other with copies of this Agreement.
(b) Subject to Section 6.6(c)notices or other communications received by Company or Parent, in as the event that the parties receive a request for information or documentary material pursuant to the HSR Act case may be, or any other Antitrust Laws (a “Second Request”)of its Subsidiaries, unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of from any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionhereby.
Appears in 1 contract
Samples: Merger Agreement (American Access Technologies Inc)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Each of the parties hereto shall use (and shall cause their respective Subsidiaries Subsidiaries, officers and directors, and shall use reasonable best efforts to cause their Affiliates, employees, agents, attorneys, accountants and representatives, to use, ) their respective reasonable best efforts as soon as practicable to take or cause to be taken all actionsaction, and to do or cause to be done all things, necessary, proper or advisable on its part under this Agreement, the Governance Agreement and any applicable Laws and Orders Law to consummate and make effective the Merger Transactions and the any other transactions transaction contemplated by this Agreement as expeditiously as possibleor the Governance Agreement, including (i) preparing and filing with the SEC the Registration Statement and the Dreyer's Proxy Statement and all necessary amendments or supplements to those filings; (ii) preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger Transactions or any of the other transactions transaction contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Governance Agreement (it being understood with respect to (i) and (ii) above and (iii) below that no party shall be obligated to prepare or present (or cause its Affiliates to prepare or present) financial statements or reconciliations other than in accordance with the accounting principles currently followed in preparing or presenting such financial statements); (iii) providing all such information concerning such party, its Subsidiaries and its officers, directors, employees, members, partners and Affiliates as may be necessary or reasonably requested in connection with any of the foregoing; and (iv) avoiding the issuance or entry of, or have vacated or terminated, any decree, order, injunction, judgment, decision or determination that would, in whole or in part, restrain, prevent or delay the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Transactions or any exemption by, any non-governmental third party, in each case, to other transaction contemplated by this Agreement or the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Governance Agreement.
(b) Subject to applicable Laws relating to the exchange of information, the parties hereto shall have the right to review in advance, and to the extent practicable to consult the other parties on, all the information relating to the NICC Entities or Dreyer's, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Governmental Authority or any other Person in connection with the Transactions and any other transaction contemplated by this Agreement or the Ancillary Agreements; provided, however, that either Dreyer's or Nestle may restrict access to any documents or information to the extent that it reasonably concludes, after consultation with outside counsel, that (i) any legal provision of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information, (ii) providing such access would result in the loss of the attorney-client privilege, (iii) such document discusses the pricing or dollar value of the transactions contemplated by this Agreement or (iv) the documents contain competitively sensitive information, the sharing of which could constitute a violation of any applicable Laws, and provided, further, that the parties may restrict access to those contracts which by their terms require the consent of third parties to permit disclosure, if such consent has not been obtained. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as is practicable.
(c) The parties hereto shall keep the other parties reasonably 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 such parties or any of their respective Subsidiaries from any third party and/or any Governmental Authority with respect to the transactions contemplated by this Agreement.
(d) Without limiting the generality of the undertakings provided in this Section 6.6(c)5.2, the parties hereto agree to take or cause to be taken the following actions: (i) the prompt provision to any Person with standing to enforce any applicable Laws of information and documents reasonably requested by any such Person or necessary, proper or advisable to permit consummation of the Transactions or any other transaction contemplated by this Agreement or the Governance Agreement; and (ii) commit to take all necessary steps if such action should be reasonably necessary or advisable to avoid the entry or issuance of any decree, injunction, or judgment that could delay the closing of the Transaction beyond the Termination Date; and (iii) use reasonable best efforts to defend through litigation and to take promptly, in the event that any permanent or preliminary injunction or other decree, order, judgment, decision or determination is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any lawsuit, investigation, inquiry, action or proceeding that would make consummation, in whole or in part, of the parties receive a request for information or documentary material pursuant to the HSR Act Transactions or any other Antitrust Laws (a “Second Request”)transaction contemplated by this Agreement or the Governance Agreement unlawful or that would prevent or delay, unless otherwise agreed to by in whole or in part, consummation of the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act Transactions or any other Antitrust Laws transaction contemplated by this Agreement or enter into the Governance Agreement, any agreement with and all steps (including the taking of any Governmental Entity to delay appeal, the transactions contemplated hereby except with prior written consent posting of any bond or the taking of the other Partysteps contemplated by clause (ii) of this paragraph) necessary to vacate, modify or suspend such injunction, decree, order, judgment, decision or determination so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement and the Governance Agreement. None The parties agree that none of the Parties shall knowingly take, cause steps or permit actions required to be taken pursuant to this Section 5.2 shall be considered an NICC Material Adverse Effect or omit to take Dreyer's Material Adverse Effect. Notwithstanding the foregoing or any action which such party reasonably expects is likely to materially delay or prevent consummation other provision of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Actneither party nor any of their parents, subsidiaries or affiliates shall be required to agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of, or any limitation on, the Xxxxxxx Antitrust Act acquisition, ownership, operation, effective control or exercise of 1914full rights of ownership of any asset or assets of Nestle, Dreyer's or any of their respective subsidiaries or affiliates that individually or in the HSR Act aggregate would be material (from the perspective of the parties hereto as to the date hereof) in relation to the continuing operations of the combined businesses of Dreyer's and all other federal, state NICC and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitiontheir consolidated subsidiaries.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company Each party hereto shall file or cause to be filed with (i) the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act and (ii) the appropriate Governmental Entity each of the Foreign Antitrust Filings, in each case in accordance with the applicable rules and regulations promulgated under applicable Law, with respect to the transactions contemplated hereby. Each party hereto will use its commercially reasonable efforts to make such filings in a timely manner and to respond on a timely basis to any requests for additional information made by either of such agencies.
(b) Ivory and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective commercially 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 and Orders Law to consummate and make effective the Merger and the other transactions contemplated hereby and by this the Support Agreement as expeditiously soon as possiblepracticable, including (ix) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings filings, (and in any event, by filing within ten (10y) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and using their respective commercially reasonable efforts to obtain as expeditiously soon as possible practicable all Ivory Required Statutory Approvals or Parent Required Statutory Approvals, as the case may be, and all material consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Third Party in order to consummate the Merger or any of the other transactions contemplated hereby or by this Agreement, the Support Agreement and (ii) satisfying the conditions to consummating the Merger, (iiiz) defending any all lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other proceedings to which it is a party challenging or affecting this Agreement or the consummation of transactions contemplated hereby and having lifted or rescinded any injunction or restraining order which may adversely affect the parties’ ability to consummate the Merger. Subject to applicable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, (iv) obtaining (work-product doctrine, self-audit privilege or other similar privilege, Parent and cooperating with each other Ivory shall have the right to review and reasonably comment on in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent practicable each will consult the other on, all the information relating to Parent or Ivory, as the case may be, and any of their respective Subsidiaries, that appear in any filing made or oral communication with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby or by the Support Agreement; provided, however, that Parent and Ivory may, as each deems advisable and necessary, proper (x) redact any information concerning Parent’s valuation of Ivory, and (y) designate any competitively sensitive material provided to the other under this Section 6.3 as “outside counsel only,” in which case, such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or Ivory, as the case may be) or its legal counsel. In exercising the foregoing right, each of Ivory and Parent shall act reasonably and as promptly as practicable. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to offer or commit to divest any business or assets or agree to any limitation on the conduct of its or any of its Subsidiaries’ businesses, and Ivory shall not enter into any such agreement, or make any such commitment, or offer to enter into any such agreement or to make any such commitment, with respect to its or any of its Subsidiaries’ assets or businesses, without the prior written consent of Parent.
(c) Subject to applicable Law and the preservation of any applicable attorney-client privilege, Ivory and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, Ivory or any of their respective Subsidiaries to any Third Party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby or by the Support Agreement.
(vd) executing Subject to any confidentiality obligations and delivering the preservation of any reasonable additional instruments necessary attorney-client privilege, Ivory and Parent each shall keep the other apprised of the status of matters relating to consummate completion of the transactions contemplated hereby or by the Support Agreement, including promptly furnishing the other with copies of notices or other communications received by Parent or Ivory, 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 hereby or by the Support Agreement. Each of Parent and Ivory agrees not to fully carry out the purposes of this Agreement.
(b) Subject participate, or to Section 6.6(c)permit its Subsidiaries to participate, in the event that the parties receive a request for information any substantive meeting or documentary material pursuant to the HSR Act discussion, either in person or any other Antitrust Laws (a “Second Request”)by telephone, unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay in connection with the transactions contemplated hereby except or by the Support Agreement unless it consults with prior written consent of the other Party. None of party in advance and, to the Parties shall knowingly takeextent not prohibited by such Governmental Entity, cause or permit gives the other party the opportunity to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act attend and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionparticipate.
Appears in 1 contract
Filings; Other Actions; Notification. (a) In accordance with Section 2.1 hereof, Parent and Merger Sub shall promptly after the date hereof prepare and file with the SEC the Amended Offer Documents. The Company shall promptly after the date hereof prepare and file with the SEC an amendment to its Schedule 14D-9, and the Company, Parent and Merger Sub shall promptly prepare and file with the SEC the Schedule 13E-3. Thereafter, the Company, Parent and Merger Sub shall promptly prepare and file with the SEC any amendments or further amendments required by the Exchange Act.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective best 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 and Orders to consummate and make effective the Amended Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation including, if necessary, without limitation, a proxy statement with respect to the Merger to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. The Company and Parent shall have the right to review in advance, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Amended Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Amended Offer Documents, the Schedule 14D-9, the Schedule 13E-3, any proxy statement or any other statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Amended Offer, the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that other with copies of notice or other communications received by the parties receive a request for information Company or documentary material pursuant to Parent, as the HSR Act case may be, or any other Antitrust Laws (a “Second Request”)of its Subsidiaries, unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of from any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent by this Agreement.
(e) The Company shall give prompt notice to Parent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used result in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitiona Company Material Adverse Effect.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including, without limitation, the Company Charter Amendment or such alternative amendments to the Charter or alternative changes to market or regulatory structure as expeditiously may be required to consummate and make effective the Merger) as possiblesoon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permitsauthorizations and other Permits (including, expirations of waiting periods without limitation, any filings under the HSR Act and authorizations all approvals and consents to be obtained from the SEC) necessary or advisable to be obtained from any third party and/or any Governmental Entity Entity, Self-Regulatory Organization (if any) or OPRA (if any) in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Subsidiaries or affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) satisfying or to agree to any material changes or restriction in the conditions market or regulatory structure, of Parent, the Company or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses. Unless otherwise required by fiduciary obligations under applicable Law, the Company’s board of directors shall consider and make such determination with respect to consummating Parent, its Related Persons and the MergerPersons of which Parent and its Related Persons are Related Persons, as required by any Governmental Entity, Self-Regulatory Organization or OPRA (iiiif applicable) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or whose consent is required for the consummation of the Merger. The Company and its board of directors and Parent and its board of directors shall use their respective reasonable best efforts to provide such information to the SEC as is required with respect to the consideration by the SEC of the Company Charter Amendment or such alternative amendments to the Charter or alternative changes to market or regulatory structure as may be required to consummate and make effective the Merger.
(b) If, (ivi) obtaining as a condition to granting its approval, any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable) whose approval is required for consummation of the Merger requires Parent to proffer to, or agree to, sell or hold separate and cooperating with each other agree to sell, before or after the Effective Time, any assets, businesses, or interest in obtaining) any consentassets or businesses of Parent, approval of, waiver the Company or any exemption byof their respective Subsidiaries or affiliates (or to consent to any sale, or agreement to sell, by the Company of any non-governmental third partyof its assets or businesses) or to agree to any material changes or restriction in the market or regulatory structure, of Parent, the Company or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses, and Parent elects not to accept such condition or (ii) if Parent otherwise does not agree to any other condition requested by such Person (such actions by Parent set forth in clauses (i) and (ii), “Parent’s Election Not to Accept Regulatory Conditions”), and such Person denies its approval directly as a result of such refusal on the part of Parent, and such denial becomes final, for the avoidance of doubt, Parent would be entitled to exercise its right to terminate this Agreement pursuant to the terms of Section 8.2(iii) of this Agreement, and Parent would be entitled to terminate this Agreement pursuant to the terms of Section 8.4(iv) of this Agreement. If this Agreement is so terminated, in each casecase and for the avoidance of doubt, the Company shall be entitled to reimbursement by Parent of the Company’s actual out-of-pocket documented charges and expenses incurred by the Company in connection with the Agreement and the transactions contemplated by this Agreement pursuant to the terms of Section 8.5(b)(1) of this Agreement.
(c) Subject to applicable Laws relating to the sharing of information, Parent and the Company shall have the right to review in advance, and to the extent necessarypracticable, proper each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), in connection with the Merger and the other transactions contemplated by this Agreement (including the Prospectus/Proxy Statement). In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(d) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject to Section 6.6(capplicable Law and the instructions of any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), in 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 notices or other 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, Self-Regulatory Organization (if applicable) or OPRA (if applicable), with respect to such transactions. The Company and Parent each shall give prompt notice to the other of any change that is reasonably expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively.
(f) In the event that the parties receive in connection with obtaining a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws Governmental Consent (a “Second Request”as defined in Section 7.1(c)), unless otherwise agreed Parent determines that a matter needs to be approved by the Companyholders of Parent Common Stock, Parent will take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock as promptly as practicable to consider and vote upon the matters subject to such approval. Unless otherwise required by fiduciary obligations under applicable Law, the Parties will use their Company’s Board of Directors shall recommend such approval, as the case may be, and shall make all reasonable best efforts to submit an appropriate response tosolicit such approval.
(g) If, and as a condition to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety granting its approval of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means SEC shall require that the Xxxxxxx Antitrust ActBoard of Directors of the Company shall make any of the determinations set forth in paragraphs 1(b) or (c) of Article Nine of the Company’s certificate of incorporation or to adopt any amendments to the Company Organizational Documents, the Xxxxxxx Antitrust Act parties hereto shall promptly and in good faith cooperate in all reasonable respects, including the furnishing by Parent to the Company of 1914all necessary information concerning Parent and its Related Persons (as defined in Article Nine of the Company’s certificate of incorporation) as may be necessary in order to enable the Board of Directors of the Company to be in a position to decide whether it can, consistent with its fiduciary duties, make such determinations and adopt such amendments to the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionCompany Organizational Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Archipelago Holdings Inc)
Filings; Other Actions; Notification. (a) The Company Prior to the Closing, each of Buyer and Parent shall, subject to Sections 6.2 and 6.3, the Sellers shall cooperate with each other and use, use (and shall cause their respective Subsidiaries Affiliates to use, their respective ) commercially 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 and Orders Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Consents necessary or advisable to be obtained from any third party and/or Person or any Governmental Entity Authority in order to consummate the Merger or any of Contemplated Transactions; provided that Buyer and the Sellers agree that entering into the Lease and the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating arrangements with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, respect to the extent necessary, proper or advisable Memphis Assets described in connection Section 2.3 shall constitute such commercially reasonable efforts with respect to Liens imposed by the Merger Memphis Contract and (v) executing and delivering the Sellers shall have no further obligation to expend funds in pursuit of any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementConsent related thereto.
(b) Subject Prior to Section 6.6(c)the Closing, each of Buyer and the Sellers shall keep the other apprised of the status of matters relating to completion of the Contemplated Transactions, including (i) promptly furnishing the other with copies of material notices or other communications (if written) or summaries thereof (if oral) received by Buyer or the Sellers, as the case may be, from any Governmental Authority or other Person; and (ii) promptly informing the other of any material communications or discussions with any such Governmental Authority or other Person, in each case with respect to the Contemplated Transactions.
(c) Prior to the Closing, each of Buyer and the Sellers shall give prompt notice to the other of any notice or other communication received from any Person, development, event or circumstance that could reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of Buyer or the Sellers to consummate the Contemplated Transactions. The Sellers shall be permitted to update the Schedules from time to time on or prior to the Closing Date with respect to events or circumstances first arising between the date hereof and the Closing Date. No such additional disclosure or update by the Sellers, however, shall be deemed to affect (A) the truth of the representations or warranties as of the date of this Agreement, (B) any right of Buyer to terminate this Agreement, or (C) any right of Buyer to seek any remedy provided in Article VIII, including with respect to any additional disclosure or updates made to Buyer on such updated Schedules, but in the event that such event or circumstance could reasonably be expected to constitute a failure of the parties receive a request for information or documentary material pursuant condition specified in Section 6.1.1 and Buyer elects to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Companywaive such condition, the Parties will use their reasonable best efforts Sellers shall have the right to submit an appropriate response to, and to certify compliance with, terminate this Agreement within five Business Days after the date on which Buyer waives such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionclosing condition.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shallshall each use its best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement.
(b) Subject to the terms hereof, subject to Sections 6.2 including Section 6.2, the Company and 6.3, Parent shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement; provided, however, that (i) nothing in this Agreement, including without limitation, this Section 6.5, shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumberment by the Company of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company to take any of the foregoing actions) or to agree to any material changes (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, of any such assets, licenses, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Company and (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging nothing in this Agreement shall require, or be construed to require, Parent or any of its Affiliates to take any other action under this Section 6.5 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. The Company and Parent will each request early termination of the waiting period with respect to the Merger under the HSR Act. Subject to applicable Laws relating to the exchange of information, (iv) obtaining (Parent and cooperating the Company shall cooperate with each other respect to all matters related to the review by any Governmental Entity consistent with their respective obligations hereunder; provided that Parent and the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult with the other on and consider in good faith the views of the other in connection with, proper all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement). 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, upon request by the other, promptly furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject to Section 6.6(c)applicable Laws and the instructions of any Governmental Entity, in the event that Company and Parent each shall keep the parties receive a request for information 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 documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Merger and the other transactions contemplated hereby except with prior written consent by this Agreement. The Company shall give prompt notice to Parent of any change, fact or condition that is reasonably expected to result in a Company Material Adverse Effect or of any failure of any condition to Parent’s obligations to effect the other PartyMerger. None Parent shall give prompt notice to the Company of the Parties shall knowingly takeany change, cause fact or permit to be taken or omit to take any action which such party circumstance that is reasonably expects is likely to materially delay result in a breach of any representation or prevent consummation warranty or covenant of Parent or of any failure of any condition to the contemplated transactions, unless otherwise agreed Company’s obligations to by effect the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionMerger.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company will, within 15 days after the date of this Agreement, provide Parent with a schedule setting forth a true and complete list as of the date of this Agreement of (i) all Licenses issued or granted by the FCC, Licenses issued or granted by a U.S. state PUC, and all Licenses issued or granted by a local Governmental Entity in respect of cable franchises, in each case issued or granted to the Company or any of its Subsidiaries and all other Licenses issued or granted to the Company by any Governmental Entity regulating telecommunications businesses or services or the use of radio spectrum; (ii) all pending applications for Licenses by the Company or any of its Subsidiaries that would be such types of Licenses if issued or granted; (iii) all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any such License; and (iv) any agreements to acquire a License that upon acquisition by the Company would become such a type of License.
(b) Parent shall, subject to Sections 6.2 and 6.3, the Company shall cooperate with each other and use, and shall cause their respective Subsidiaries (including Cingular, YP.com and their respective Subsidiaries, which shall be dexxxx x Subsidiary of Parent and the Company for this purpose) 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously promptly as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 15-days after the date of this Agreement the notificationsreceipt by Parent of the schedule described in Section 6.5(b), filings and other information all applications required to be filed with the FCC and the notification and required form under the HSR Act and as promptly as practicable in Act; provided, however, that the case failure to file within such 15 day period will not constitute a breach of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letterthis Agreement) and to obtain as expeditiously promptly as possible reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. Each of Parent's and the Company's obligations under this Section 6.5(b) shall include, without limitation, (iia) satisfying the conditions obligation to consummating the Merger, (iii) defending use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement consummation of the Merger or the other transactions contemplated hereby, including seeking to avoid the entry of, or have reversed, terminated or vacated, any stay or other injunctive relief which could prevent or delay the Merger or the consummation of the Merger, transactions contemplated hereby and (ivb) the obligation to use its reasonable best efforts to avoid or eliminate each impediment to obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third partythe Required Governmental Approvals, in each caseof clauses (a) and (b) so as to enable the Closing to occur if reasonably practicable by the initial Termination Date or as promptly thereafter as is reasonably practicable. Nothing in this Section 6.5 shall require, or be construed to require (a) Parent or the Company to take or refrain from taking, or to cause any of its Subsidiaries to take or refrain from taking any action, or to agree or consent to the Company, Cingular, YP.com or any of their respective Subsidiaries taking any axxxxx, or agreeing to any restriction or condition, with respect to any of the businesses, assets or operations of Parent, the Company, Cingular, YP.com or any of their respective Subsidiaries, if such actxxx, xestriction or condition would take effect prior to the Closing or is not conditioned on the Closing occurring, or (b) Parent or the Company to take or to refrain from taking any action, to agree to any condition or restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries (including Cingular, YP.com and their respective Subsidiaries), or to cause theix xxxxective Subsidiaries (including Cingular, YP.com and their respective Subsidiaries) to do or agree to xx xxy of the foregoing, if any such action, failure to act, restriction or agreement, individually or in the aggregate, would reasonably be likely to have a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of Parent and its Subsidiaries (including Cingular and YP.Com and their respective Subsidiaries) after the Merger (xx xxing understood that for this purpose only, materiality shall be determined by referring to the equity market value of Parent on the date of this Agreement) (a "Regulatory Material Adverse Effect"), it being understood that, for purposes of determining whether a Regulatory Material Adverse Effect would reasonably be likely to occur, both the positive and negative effects of any such actions, restrictions and conditions, including any sale, divesture, licensing, lease or disposition, shall be taken into account, and any loss of synergies anticipated from the Merger as a result of any such actions, restrictions or conditions, including any sale, divestiture, licensing, lease or disposition shall not be taken into account. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, and YP.com and Cingular and any of their respective Subsidiariex, xxxt appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the S-4 Registration 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 necessaryreasonably practicable, proper 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, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject The Company and Parent each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will case may be, or any of its Subsidiaries or Cingular, YP.com and any of their respective Subsidiaries, from any txxxx xarty and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement.
(e) Each of the Company and Parent shall use their reasonable best efforts to submit an appropriate response tocause to be delivered to the other and the other's directors a letter of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.S-4
Appears in 1 contract
Samples: Merger Agreement (Bellsouth Corp)
Filings; Other Actions; Notification. (a) The Company Subject to the terms and Parent shallconditions of this Agreement, subject to Sections 6.2 and 6.3, each party shall cooperate with each the other party and use, use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including the notification and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed form under the HSR Act and any other notifications or filings required by any other applicable foreign antitrust or competition laws required to be filed to consummate the Transactions), (ii) to obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, waivers, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Government Entity in order to consummate the Merger Transactions and (iii) to cause the other conditions set forth in ARTICLE X over which it has influence or control to be satisfied; and provided, however, that nothing in this Section 9.4(a) shall require, or be construed to require, Newco, Hxxxxx, Stratex or any of their Subsidiaries to take or to refrain from taking any action, or to agree to any restriction, limitation, hold separate, divestiture or other sanction, remedy or compromise, with respect to any asset or operation of any of them.
(b) Subject to applicable Laws relating to the exchange of information, (i) each party shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by such party or any of its Subsidiaries from any third party or any Government Entity with respect to any of the Transactions, (ii) each party shall have the right to review in advance, and to the extent practicable will consult the other parties on, all of the information relating to such party or any of its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party or any Government Entity in connection with any of the Transactions, (iii) each party shall provide the other parties with copies of all correspondence between it (or its advisors) and any Government Entity relating to the transactions contemplated by this Agreement, (iv) to the extent reasonably practicable, all telephone calls and meetings with a Government Entity regarding any of the Transactions shall include representatives of Hxxxxx and Stratex and (v) Stratex and Hxxxxx shall (A) promptly give the other written notice of any litigation commenced after the date of the Original Formation Agreement against Hxxxxx, Stratex or any of their respective directors or Subsidiaries relating to any of the Transactions, (B) keep the other reasonably informed regarding any such litigation and (C) give the other the opportunity to participate fully in the conduct of the defense or the settlement of any such litigation and neither Hxxxxx nor Stratex shall settle any such litigation without the other’s prior written consent. In exercising the foregoing rights, each of Stratex and Hxxxxx shall act reasonably and as promptly as practicable; provided, however, that none of Stratex, Hxxxxx or Newco shall be required to comply with clause (ii) satisfying the conditions to consummating the Merger, or (iii) defending any lawsuits if it has been advised by outside counsel that by doing so it is reasonably likely that it would be sharing sensitive information regarding the competitive position of Hxxxxx or other legal proceedingsStratex, whether judicial or administrativeas the case may be, challenging this Agreement or prior to the consummation receipt of the Mergerappropriate Governmental Authorizations; provided, (ivfurther, that documents produced in response to Item 4C on the pre-merger report form under the HSR Act and the rules and regulations promulgated thereunder shall be deemed to be competitively sensitive and neither party shall be required to share such documents pursuant to this Section 9.4(b) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, prior to the receipt of the appropriate Governmental Authorizations.
(c) To the extent necessarypermitted by applicable Law, proper Stratex and Hxxxxx each shall, upon request by the other, furnish the other with all information concerning itself, its affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any other statement, filing, notice or application made by or on behalf of Newco, Hxxxxx, Stratex or any of their respective Subsidiaries to any third party and/or any Government Entity in connection with any of the Merger Transactions.
(d) Each party shall promptly notify the other parties in writing of: (i) the discovery by such party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of the Original Formation Agreement which caused or represents a material breach of, or a material inaccuracy in, any representation or warranty made by such party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of the Original Formation Agreement which would have caused or represented a material breach of, or a material inaccuracy in, any representation or warranty made by such party in this Agreement if (y) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (z) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of the Original Formation Agreement; (iii) any material breach of any covenant or obligation of such party in this Agreement; and (viv) executing and delivering any reasonable additional instruments necessary event, condition, fact or circumstance that would make the timely satisfaction of any condition set forth in ARTICLE X impossible or reasonably unlikely to consummate occur or that has had or could reasonably be expected to have, in the transactions contemplated hereby and case of Hxxxxx, a Hxxxxx Material Adverse Effect or, in the case of Stratex, a Stratex Material Adverse Effect. No notification given pursuant to fully carry out this Section 9.4(d) shall limit or otherwise affect any of the purposes representations, warranties, covenants or obligations of the parties contained in this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Samples: Formation, Contribution and Merger Agreement (Harris Corp /De/)
Filings; Other Actions; Notification. (a) Each party hereto shall file or cause to be filed (i) with the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act and with the European Commission any notifications required to be filed under the EC Merger Regulation and (ii) the appropriate Governmental Entity each of the Foreign Antitrust Filings and Other Governmental Filings, in each case in accordance with the applicable rules and regulations promulgated under the relevant Law, with respect to the transactions contemplated hereby and by the Stockholders Agreement. Each party hereto will use reasonable best efforts to make such filings in a timely manner and to respond on a timely basis to any requests for additional information made by any such agency.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all 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 and Orders to consummate and make effective the Merger and the other transactions contemplated hereby and by this the Stockholders Agreement as expeditiously soon as possiblepracticable, including without limitation (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously soon as possible practicable all Company Required Statutory Approvals or Parent Required Statutory Approvals, as the case may be, and all consents, registrations, approvals, permits, expirations of waiting periods permits 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 hereby and by this the Stockholders Agreement, including with or from any works counsel, labor union or similar entity or governing body and, (ii) satisfying in the case of the Company and in connection with any contemplated Divestiture, if any, providing to any third party who has entered into a confidentiality agreement with the same terms and conditions as the terms and conditions set forth in the Confidentiality Agreement, such information concerning, and access to, the Company and its business, properties or assets as may reasonably be requested by Parent. Subject to consummating applicable Laws relating to the Mergerexchange of information and the preservation of any applicable attorney-client privilege, (iii) defending any lawsuits work-product doctrine, self-audit privilege or other legal proceedingssimilar privilege, whether judicial or administrativeParent and the Company shall use commercially reasonable efforts to collaborate in reviewing and commenting on in advance, challenging this Agreement and to consult the other on, information relating to Parent or the consummation Company, as the case may be, and any of the Mergertheir respective Subsidiaries, (iv) obtaining (and cooperating with each other that appears in obtaining) any consentfiling made with, approval of, waiver or any exemption bywritten materials submitted to, any non-governmental third party, in each case, to the extent necessary, proper or advisable party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby and by the Stockholders Agreement. In connection with such collaboration, each of the Company and Parent shall act reasonably and as promptly as practicable.
(vc) executing Subject to applicable Laws and delivering the preservation of any applicable attorney-client privilege, the Company and Parent each shall, upon request by the other, use commercially reasonable additional instruments efforts to furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any contemplated Divestiture, the Joint Proxy Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries to consummate any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby and by the Stockholders Agreement.
(d) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, the Company and Parent each shall use reasonable best efforts to keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and by the Stockholders Agreement, including promptly furnishing the other with copies of notices or other 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 fully carry out the purposes of this Merger and the other transactions contemplated hereby and by the Stockholders Agreement.
(be) Subject to the fiduciary duties of the Company’s Board of Directors under the FBCA and its rights and obligations under Section 6.6(c7.2, in each case as determined by the Board of Directors of the Company and subject to Sections 7.4(b) and 7.4(f), in the event that the parties receive any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a request for information Governmental Entity or documentary material pursuant to the HSR Act private party challenging any transaction contemplated by this Agreement, or any other Antitrust Laws (a “Second Request”)agreement contemplated hereby, unless otherwise agreed to by each of Parent, Merger Sub and the Company, the Parties will Company shall cooperate in all respects with each other and use their reasonable best efforts to submit an appropriate response to, contest and resist any such action or proceeding and to certify compliance withhave vacated, such Second Request as promptly as practicablelifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and counsel for both that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.
(f) In furtherance and not in limitation of the covenants of the parties will closely cooperate during the entirety contained in paragraph (a)-(e) of this Section 7.4, if any such Second Request review process. Neither Party shall agree objections are asserted with respect to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent under any Antitrust Law (as defined below) or if any suit is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity challenging any of the other Party. None transactions contemplated hereby as violative of the Parties shall knowingly take, cause any Antitrust Law or permit to be taken which would otherwise prohibit or omit to take any action which such party reasonably expects is likely to materially impair or materially delay or prevent the consummation of the transactions contemplated transactionshereby, unless otherwise agreed each of Parent, Merger Sub and the Company shall use reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by the Parties. As used in this Agreement, which efforts shall include, without limitation, selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate, divest or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the term sale, holding separate, divestiture or other disposition of, any of its assets or the assets of its Subsidiaries (collectively, “Antitrust Laws” means Divestitures”) or the Xxxxxxx Antitrust Actconducting of its business in a manner which would resolve such objections or suits; provided, that, any such Divestiture by the Xxxxxxx Antitrust Act Company or any of 1914its Subsidiaries may, at the HSR Act Company’s option, be conditioned upon and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having effective as of the purpose or effect of monopolization or restraint of trade or competition.Effective
Appears in 1 contract
Samples: Merger Agreement (Ivax Corp)
Filings; Other Actions; Notification. (a) The Company and Parent shallshall 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 Merger and, subject to Sections 6.2 if applicable, the Offer, and 6.3, cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective best 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 and Orders to consummate the Offer and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously soon as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, (ii) satisfying however, that Parent shall not be required by any provision of this Agreement to take any action, including entering into any consent decree, that requires the conditions divestiture of a material amount of assets of Parent or any of its Subsidiaries. Each of Parent and the Company shall use its reasonable best efforts to consummating the Merger, (iii) defending contest any lawsuits proceeding seeking a preliminary injunction or other legal proceedingsimpediment to, whether judicial and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer and/or the Merger under the HSR Act, provided that the foregoing shall not require Parent to take any action that could directly or administrativeindirectly (x) impose limitations on the ability of Parent or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, challenging this Agreement operate or hold, or require Parent, Merger Sub or the consummation Company or any of the Mergertheir respective affiliates or Subsidiaries to dispose of or hold separate, any material portion of their respective assets or business, (ivy) obtaining (and cooperating with each other in obtaining) restrict any consentmaterial future business activity by Parent, approval ofMerger Sub, waiver the Company or any exemption byof their affiliates or Subsidiaries or (z) otherwise materially adversely affect Parent, Merger Sub, the Company or any non-governmental third partyof their respective affiliates or Subsidiaries. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(vb) executing The Company and delivering Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any reasonable additional instruments necessary statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to consummate any third party and/or any Governmental Entity in connection with the Offer, the Merger and the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bc) Subject to Section 6.6(c)any confidentiality obligations and the preservation of any attorney-client privilege, in the event that Company and Parent each shall keep the parties receive a request for information 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 documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of its Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Offer, the Merger and the other transactions contemplated by this Agreement.
(d) Without limiting the generality of the undertakings pursuant to this Section 8.3, each of the Company and Parent agrees to provide promptly to any and all federal, state, local or foreign courts or Government Entity with jurisdiction over enforcement of any applicable antitrust laws ("Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Offer, the Merger and the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Filings; Other Actions; Notification. (a) If a vote of the Company's stockholders is required by law, the Company shall promptly, following the acceptance for payment of Shares by Parent, pursuant to the Offer, prepare and file with the SEC the Proxy Statement, which shall include the recommendation of the Board of Directors of the Company that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto.
(b) Upon and subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.3 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any material assets, businesses or any interest in any material assets or businesses of Parent, the Company or any of their respective Affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) satisfying or to agree to any material change in or restriction on the conditions operations of any such assets or businesses; provided further, that nothing in this Section 6.3 shall require, or be construed to consummating require, a proffer or agreement that would, in the Mergergood faith judgment of Parent, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or be likely to have a significant adverse effect on the consummation benefits to Parent of the Mergertransactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement. In exercising the foregoing right, the Company and Parent shall act reasonably and as promptly as practicable.
(c) Each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity or other Person (including the NASD) in connection with the Offer, the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(bd) Subject Each of the Company and Parent shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notices or documentary material pursuant to the HSR Act other communications received by Parent or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, as the Parties will use their reasonable best efforts to submit an appropriate response tocase may be, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into of their respective Subsidiaries, from any agreement with third party and/or any Governmental Entity with respect to delay the Offer, the Merger and the other transactions contemplated hereby except with prior written consent by this Agreement. Each of the Company and Parent shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay have a Company Material Adverse Effect or prevent consummation of the contemplated transactionsa Parent Material Adverse Effect, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company shall use reasonable best efforts to cause to be delivered to Parent and its directors a letter of its independent auditors, dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Parent and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(b) Parent and the Company shall, subject to Sections 6.2 and 6.3Section 6.2, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously promptly as possiblereasonably practicable, including including:
(i) preparing and filing filing, as promptly as reasonably practicable, all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement, ;
(ii) satisfying making, as promptly as practicable, and in any event within 10 Business Days following the conditions date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to consummating the Merger, HSR Act with respect to the Merger and the other transactions contemplated by this Agreement;
(iii) defending defending, in oral and written communications with appropriate Governmental Entities or private third parties, the merits and competitive efficiencies of the Merger and the other transactions contemplated by this Agreement in order to resolve any antitrust concerns, whether federal, state, foreign or private; and
(iv) subject to first having used reasonable best efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, defending, contesting and resisting any lawsuits, other legal proceedings, decisions, determinations or rulings, whether judicial or administrative, initiated by the U.S. Federal Trade Commission (“FTC”) or the Antitrust Division of the U.S. Department of Justice (“Antitrust Division”) or any state Attorney General, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement (“Competition Challenge”), including seeking to have vacated, lifted, reversed, or overturned any statute, rule, regulation, decree, judgment, injunction, or other Order, whether temporary, preliminary, or permanent, entered by any Governmental Entity that is in effect and that prohibits, prevents, or restricts consummation of the Merger or the other transactions contemplated by this Agreement, and to have such statute, rule, regulation, decree, judgment, injunction, or other Order repealed, rescinded, or made inapplicable so as to permit consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time (except pursuant to the Merger), (iv) obtaining (and cooperating with each other in obtaining) any consentassets, approval oflicenses, waiver operations, rights, product lines, businesses or interest therein of Parent, the Company or any exemption byof their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any non-governmental third partysuch assets, in each caselicenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the extent necessarystock of the Surviving Corporation. Nothing contained in this Agreement shall require the Company, proper or advisable in connection with any resolution, settlement or defense of a Competition Challenge, to agree to or effect any divestiture, hold separate any business or take any other action that is not conditioned on the consummation of the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby or that would cause a Parent Material Adverse Effect. The Company and to fully carry out Parent will each request early termination of the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant waiting period with respect to the Merger under the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response toAct, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to not extend any waiting period under the HSR Act or any other Antitrust Laws antitrust or competition Law or enter into any agreement with any Governmental Entity not to delay consummate the Merger or the other transactions contemplated hereby by this Agreement, except with the prior written consent of the other Partyparty hereto. None Subject to applicable Laws relating to the exchange of information, Parent, with the advice and participation of the Parties Company, shall knowingly takehave the right to direct all matters pertaining to the Merger with any Governmental Entity consistent with its obligations hereunder; provided that Parent and the Company and their respective outside antitrust counsel shall have the right to review in advance, cause or permit and to be taken or omit to take the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, any action which proposed substantive written communication with any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the S-4 Registration Statement and the Proxy Statement). Parent and the Company will provide counsel for the other party with copies of all filings and submissions made by such party reasonably expects is likely and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to materially delay a Governmental Entity or prevent consummation received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that the material may be redacted (A) as necessary to comply with contractual arrangements, (B) as necessary to address good faith legal privilege concerns, and (C) to preserve the confidentiality of any information relating to any valuation of the Company. Each of Parent and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding the Merger or any other transactions contemplated transactions, unless otherwise agreed by this Agreement. If Parent or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by the Parties. As used in this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the term “Antitrust Laws” means other party, an appropriate response to such request. Each party agrees not to participate in any substantive meeting or discussion with any Governmental Entity in connection with the Xxxxxxx Antitrust Acttransactions contemplated by this Agreement unless, to the extent feasible, it consults with antitrust counsel to the other party in advance and, to the extent feasible, provides such antitrust counsel the opportunity to attend and to participate. To preserve claims of attorney-client privilege and attorney work product and to enable confidential exchanges of documents and information pursuant to this Section 6.5, each of the Company and Parent agree if reasonably requested to enter into a joint defense agreement on reasonable terms. 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, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Xxxxxxx Antitrust Act S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of 1914Parent, the HSR Act Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and all the transactions contemplated by this Agreement.
(d) Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent each shall keep the other federalapprised of the status of matters relating to completion of the transactions contemplated hereby, state including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and foreign statutesthe other transactions contemplated by this Agreement. The Company shall give prompt notice to Parent, rulesand Parent shall give prompt notice to the Company, regulationsof any change, ordersfact or condition that is reasonably expected to result in a Company Material Adverse Effect or of any failure of any condition to Parent’s obligations to effect the Merger or a Parent Material Adverse Effect or of any failure of any condition to the Company’s obligations to effect the Merger, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionrespectively.
Appears in 1 contract
Samples: Merger Agreement (Talx Corp)
Filings; Other Actions; Notification. (a) The Company Each of the parties hereto agrees to cooperate and Parent shall, subject use (and to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries Subsidiaries, officers and directors, and to use reasonable best efforts to cause their Affiliates, employees, agents, attorneys, accountants and representatives, to use, ) their respective reasonable best efforts as promptly as practicable to (i) take or cause to be taken all actionsaction, and to do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and any applicable Laws and Orders Law to consummate and make effective the Merger Stock Purchase and the other transactions contemplated by this Agreement as expeditiously as possibleAgreement, including (i) preparing preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger Stock Purchase (including to obtain expiration or any termination of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any clearance as may be required under such other Antitrust Laws Law for the consummation of the transactions contemplated by this Agreement); (ii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iii) avoid the issuance or entry of, or have vacated or terminated, any decree, order, injunction, judgment, decision or determination that would, in whole or in part, restrain, prevent or materially delay the consummation of the Stock Purchase; and (iv) enter into any agreement such agreements with any Governmental Entity Authority to delay divest assets as may be necessary to obtain approval of the transactions contemplated hereby except with prior written consent by this Agreement; provided, however, that Buyer shall not be required to take any such action or actions specified in clause (i), (iii) or (iv) that would reasonably be expected to materially and adversely impact the Business or the businesses of the other Party. None of the Parties Buyer and its Subsidiaries taken as a whole; and provided further that Seller shall knowingly takenot, nor shall it cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactionsBusiness Entities to, unless otherwise agreed divest or dispose of any plants, assets or businesses pursuant to by the Partiesobligations of Section 5.2(a)(iv) without the prior consent of Buyer. As used Filing fees required in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, connection with any filings under the HSR Act or with any Governmental Authority under any other applicable competition law shall be borne by Buyer.
(b) Subject to applicable Laws relating to the exchange of information, the parties hereto shall have the right to review in advance, and to the extent practicable to consult with the other parties on, all the information relating to the Business Entities or Buyer, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Stock Purchase and any other federaltransaction contemplated by this Agreement. In exercising the foregoing right, state each of the parties hereto shall act reasonably and foreign statutesas promptly as is practicable.
(c) Except as prohibited by applicable Law, rulesthe parties hereto shall keep the other parties reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, regulationsincluding promptly furnishing the other with copies of notices or other communications received by such parties or any of their respective Affiliates from any third Person with respect to the transactions contemplated by this Agreement.
(d) Seller shall, ordersand shall cause Shareholder to, decrees enter into the Non-Competition and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having Non-Solicitation Agreement on the purpose or effect of monopolization or restraint of trade or competitionClosing Date.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company Xxxxxx and Parent shallVeriFone each shall use its reasonable best efforts to cause to be delivered to the directors of each party a letter of its independent auditors, subject dated (i) the date on which the S-4 Registration Statement shall become effective and (ii) the Closing Date, and addressed to Sections 6.2 the other party and 6.3its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
(b) Subject to the terms and conditions set forth in this Agreement, Xxxxxx and VeriFone shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement.
(c) Subject to applicable Laws relating to the exchange of information, (ii) satisfying VeriFone shall have the conditions right to consummating direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that VeriFone and Xxxxxx shall have the Mergerright to review in advance, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult with the other on and consider in good faith the views of the other in connection with, proper all of the information relating to VeriFone or Xxxxxx, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (including the Prospectus/Proxy Statement). In exercising the foregoing rights, each of Xxxxxx and VeriFone shall act reasonably and as promptly as practicable.
(d) Xxxxxx and VeriFone each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Proxy Statement, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of VeriFone, Xxxxxx or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(ve) executing Subject to applicable Law and delivering the instructions of any reasonable additional instruments necessary Governmental Entity, Xxxxxx and VeriFone 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 notices or other communications received by VeriFone or Xxxxxx, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Xxxxxx and VeriFone each shall give prompt notice to the other of any change that is reasonably likely to result in a Xxxxxx Material Adverse Effect or a VeriFone Material Adverse Effect, respectively or of any failure to the other party’s conditions to effect the Merger. Neither Xxxxxx nor VeriFone shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat.
(f) Each of VeriFone and Xxxxxx shall as promptly as practicable following the date hereof make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and thereafter make any other submissions required under the HSR Act. Each of the parties agrees that it shall promptly take, in order to consummate the transactions contemplated hereby and hereby, all actions necessary (i) to fully carry out secure the purposes of this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information expiration or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety termination of any such Second Request review process. Neither Party shall agree to extend any applicable waiting period under the HSR Act (the “HSR Clearance”) and/or to resolve any objections asserted by any Governmental Authority with respect to the transactions contemplated hereby under any antitrust Law or the Federal Trade Commission Act (each, an “Objection”), and (ii) to prevent the entry of, and to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay the consummation of the merger, in each case; provided however that notwithstanding anything to the contrary herein, nothing in this Agreement shall require VeriFone or any other Antitrust Laws of its Subsidiaries to (i) agree to or to effect any divesture, hold separate, or enter into any license or similar agreement with respect to, or agree to restrict its ownership or operation of, any Governmental Entity material business, assets, operations, product lines or interest therein of VeriFone or its Subsidiaries or of Xxxxxx and its Subsidiaries, (ii) agree to delay any material changes (including, without limitation, through a licensing arrangement that would constitute a material change) or restriction on, or other impairment of VeriFone’s ability to own or operate, of any such assets, licenses, product lines, businesses or interests therein or VeriFone’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the transactions contemplated hereby except with prior written consent capital stock of the Surviving Corporation; (iii) enter into, amend, or agree to enter into or amend, any material Contracts of VeriFone or its Subsidiaries or of Xxxxxx and its Subsidiaries, (iv) otherwise waive, abandon or alter any material rights or obligations of VeriFone or its Subsidiaries or of Xxxxxx and its Subsidiaries or (v) file or defend any lawsuit, appeal any judgment or order or contest any injunction issued in a proceeding initiated by a Governmental Entity, which in any case in clauses (i) through (v) above would, in VeriFone’s reasonable judgment, be materially adverse to the ongoing business operations of VeriFone or any of its Significant Subsidiaries on the one hand or Xxxxxx and its Subsidiaries taken as a whole on the other Partyhand. None Each of the Parties parties shall knowingly take, cause or permit respond to be taken or omit and seek to take resolve as promptly as practicable any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders Objections that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionraised.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate the Offer and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously soon as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.
(b) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Offer, the Merger and the transactions contemplated by this Agreement.
(c) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, 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 notices or other 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 Offer, the Merger and the other transactions contemplated by this Agreement.
(d) Without limiting the generality of the undertakings pursuant to this Section 7.4, each of the Company and Parent agrees to take or cause to be taken the following actions: (i) provide promptly to any and all federal, state, local or foreign courts or Government Entity with jurisdiction over enforcement of any applicable antitrust laws ("GOVERNMENT ANTITRUST ENTITY") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Merger and the transactions contemplated by this Agreement; and (ii) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, any and all steps (ii) satisfying including the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement appeal thereof or the consummation posting of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments a bond necessary to consummate the transactions vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated hereby and to fully carry out the purposes of by this Agreement.
(b) Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.
Appears in 1 contract
Samples: Merger Agreement (Ceridian Corp)
Filings; Other Actions; Notification. (a) East and West shall promptly after the date of this Agreement prepare and East shall file with the SEC the S-4 Registration Statement as promptly as practicable thereafter. East shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after -62- such filing, and in any event not later than 120 days after the date of this Agreement and West shall promptly thereafter mail the Prospectus/Proxy Statement to the holders of Shares. The Company parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and Parent shallof any request by the SEC or the staff of the SEC for amendments or supplements to the Prospectus/Proxy Statements or the S-4 Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its representatives, subject on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to Sections 6.2 the Prospectus/Proxy Statement, the S-4 Registration Statement or the Merger, and 6.3, (iii) all orders of the SEC relating to the S-4 Registration Statement.
(b) West and East shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement. Subject to applicable Laws relating to the exchange of information, East and West shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to East or West, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (iiincluding the S-4 Registration Statement). To the extent permitted by Law, each party shall provide the other with copies of all correspondence between it (or its advisors) satisfying and any Governmental Entity relating to the conditions transactions contemplated by this Agreement and, to consummating the extent reasonably practicable, all telephone calls and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include Representatives of East and West. In exercising the foregoing rights, each of West and East shall act reasonably and as promptly as practicable.
(c) To the extent permitted by applicable Law, West and East each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of East, West or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(d) Subject to applicable Laws and the instructions of any Governmental Entity, West and East 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 notices or other communications received by East or West, 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. West shall give prompt notice to East of any change, fact or condition of which, to West's Knowledge, is reasonably expected to result in a West Material Adverse Effect or of any failure of any condition to East's obligations to effect the Merger. East shall give prompt notice to West of any change, fact or condition of which, to East's Knowledge, is reasonably expected to result in an East Material Adverse Effect or of any failure of any condition to West's obligations to effect the Merger.
(iiie) defending East's and West's obligations under this Section 4.7(e) shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, or any actions by a Governmental Entity, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each Merger or the other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
(b) Subject to Section 6.6(c)hereby, in the event that the parties receive a request for information or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their including using reasonable best efforts to submit an appropriate response to, and seek to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during have any stay or other injunctive relief which would prevent or materially delay or impair the entirety consummation of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent by this Agreement entered by any court or other Governmental Entity reversed on appeal or vacated. For purposes of this Section 4.7(e), "reasonable best efforts" shall include each of East's and West's agreement to (i) sell, hold separate or otherwise dispose of its assets or the other Party. None assets of its Subsidiaries or conduct its business in a specified manner, or (ii) permit its assets or the Parties shall knowingly takeassets of its Subsidiaries to be sold, cause held separate or disposed of or permit its business to be taken conducted in a specified manner; provided however, that nothing in this Agreement will require, or omit be deemed to require, East or West to agree to or effect any divestiture or take any other action which such party if doing so would, individually or in the aggregate, reasonably expects is likely be expected to materially delay result in a Newco Material Adverse Effect. "Newco Material Adverse Effect" means a material adverse effect on the financial condition, assets, liabilities, business or prevent consummation results of operations of Newco and its Subsidiaries taken as a whole. "Newco" refers to East after the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionEffective Time.
Appears in 1 contract
Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries and Affiliates to use, their respective commercially reasonable best efforts to (A) take or cause to be taken all actions, and (B) do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing all documentation to effect obtaining all necessary noticesactions, reports consents and approvals from Governmental Authorities (including the Investment Center), or other filings (Persons necessary in connection with the consummation of the Transactions and in any event, by filing within ten (10) Business Days after the date making of this Agreement the notificationsall necessary registrations, filings and taking all reasonable steps as may be necessary to obtain an approval from, or to avoid an Action by, any Governmental Authority or other information required to be filed under Persons necessary in connection with the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) consummation of the Company Disclosure Letter) Merger and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations the other Transactions (including notifying the OCS and the MAGNET of waiting periods 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 and the other transactions contemplated by this AgreementTransactions), (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerMerger and the other Transactions in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, (iviii) obtaining (the execution and cooperating with each other in obtaining) delivery of any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby Merger and the other Transactions in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement, and (iv) the execution by Parent or its Affiliates of an undertaking in customary form in favor of the OCS and the MAGNET to comply with the applicable Law, if required.
(b) Subject In furtherance and not in limitation of the foregoing, each party hereto agrees to Section 6.6(c)make all appropriate filings with any applicable Governmental Authority or other third party from which the consents set forth on Schedule 6.1(c) are required to be obtained by it (which for such purpose, in with respect to Contracts, Parent shall obtain all consents for Contracts to which it is a party or to which it is subject and the event that the parties receive a request Company shall obtain consents for information or documentary material pursuant all Contracts to the HSR Act which it or any other Antitrust Laws (Subsidiary of the Company is a “Second Request”), unless otherwise agreed party or to by which the Company, the Parties will use their reasonable best efforts to submit an appropriate response to, and to certify compliance with, Company or any such Second Request Subsidiary is subject) as promptly as practicable, and counsel for both parties will closely cooperate during to supply as promptly as practicable any additional information and documentary material that may be reasonably required with respect to such filings and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 5.6 necessary to cause the entirety expiration or termination of the applicable waiting periods with respect to such filings (including any extensions thereof), if any, as soon as practicable.
(c) Subject to applicable Law and the instructions of any such Second Request review processGovernmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the Merger and the other Transactions, including promptly furnishing the other with copies of all notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries from any third party including any Governmental Authority with respect to the Merger or the other Transactions. Neither Party the Company nor Parent shall agree to extend permit any waiting period under the HSR Act of its officers or any other Antitrust Laws or enter into representatives to participate in any agreement meeting with any Governmental Entity Authority in respect of any filings, investigation or other inquiry relating to delay the transactions contemplated hereby except Merger or the other Transactions unless it consults with prior written the other party in advance and shall, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate thereat.
(d) Without limiting the foregoing, Parent and the Company shall, and shall cause their respective Subsidiaries and each of their respective officers, employees and independent auditors to, cooperate in connection with the arrangement of the Financing, including without limitation, reasonable participation in meetings and the provision of information relating to or in connection with the Financing reasonably requested by the Company or Parent, as the case may be.
(e) In the event that Parent shall request the consent of the other Party. None Company pursuant to Section 9(b) of the Parties shall knowingly takeFinancing Agreement to bring any Action against any purchaser listed on Schedule I to such agreement, cause the Company may, notwithstanding anything contained in Section 5.6(a) give or permit to be taken or omit to take any action which withhold such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactionsconsent, unless otherwise agreed to by the Parties. As used in its sole discretion.
(f) Notwithstanding anything in this Agreement, in no event shall Parent or the term “Antitrust Laws” means Company be required to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would require the Xxxxxxx Antitrust Actdivestiture, license or other transfer of any assets of Parent, the Xxxxxxx Antitrust Act Company or the Surviving Company or any of 1914their respective Affiliates. In addition, in no event shall Parent be required to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would limit Parent’s freedom of action with respect to, or its ability to consolidate and control, the HSR Act Surviving Company and all its Subsidiaries or any of their assets or businesses or any of Parent’s or its Affiliates’ other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed assets or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionbusinesses.
Appears in 1 contract
Samples: Merger Agreement (Endocare Inc)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, Buyer shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required to be filed under the HSR Act documents, and obtaining as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrationsapprovals and authorizations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be made to or with or obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Buyer and the Company shall have the right to review in advance (ii) satisfying or promptly in the conditions case of filings or submissions made prior to consummating the Mergerdate hereof), (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent practicable each will consult the other on, all the information relating to Buyer or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Buyer shall act reasonably and as promptly as practicable.
(b) The Company and Buyer each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of any of Buyer and the Company and their respective Subsidiaries, or by or on behalf of any Seller, to any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) The Company and Buyer 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 communications received by Buyer or by the Company or any Seller, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. The Company and Buyer each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or Buyer Material Adverse Effect, respectively.
(d) Without limiting the generality of the undertakings pursuant to this Section 6.3, the Company and Buyer agree to provide or cause to be provided promptly to any and all federal, state, local or foreign court or Government Entity with jurisdiction over enforcement of any applicable antitrust laws ("Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate permit consummation of the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(be) Subject Each of the Sellers identified in Annex A, severally and not jointly, covenants and agrees with the Company and Buyer to Section 6.6(c), in the event that the parties receive a request for information use his or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to by the Company, the Parties will use their reasonable her best efforts to submit an appropriate response toprepare and file such notices and other documentation with, and to certify compliance withobtain such consent or approval from, any Governmental Entity as may be necessary to be filed or obtained by or on behalf of such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period Seller under the HSR Act in order to consummate the sale of such Seller's Shares to Buyer as contemplated herein, in each case as soon as practicable.
(f) In the event Buyer is required, under any rule of or any other Antitrust Laws or enter into any listing agreement with any Governmental Entity the New York Stock Exchange, to delay obtain shareholder approval of the transactions contemplated hereby except by the Employee Award Agreements, and Buyer is unable to obtain such approval in a manner that does not materially burden or delay consummation of such transactions, Buyer may meet its payment obligations under such agreements by postponing the issuance but not the distribution of Buyer Common Stock for up to one year (or, if earlier, the receipt of shareholder approval) (without adversely affecting the right to receive dividends or dividend equivalents) and/or by paying cash to the extent necessary to comply with prior written consent of such shareholder approval requirement, or in any other manner that the other PartySellers' Committee may approve in writing. None of the Parties In no event, however, shall knowingly take, cause or permit Buyer be entitled to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation avoid the Closing or the performance of its obligations hereunder and the contemplated transactionsEmployee Award Agreements, unless otherwise agreed including delivery of awards thereunder (as modified by Buyer to implement the matters referred to in the preceding sentence), by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act reason of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionsuch shareholder approval requirement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Marsh & McLennan Companies Inc)
Filings; Other Actions; Notification. (a) The Company Sellers and Parent shall, subject to Sections 6.2 and 6.3, Purchaser shall cooperate with each other and use, and shall cause use their respective Subsidiaries to use, their respective reasonable best efforts Commercially Reasonable 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 and Orders laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreement, (ii) satisfying . Without limiting the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation generality of the Mergerforegoing, the Sellers and Purchaser have prepared and filed the notifications required under the Hart-Scott-Rodino Antitrust Ixxxxxxxxxxx Xxx xf 1976, as amended (iv) obtaining (the "HSR Act"). Prior to the Sellers' and cooperating with each other Purchaser's receipt of ------- clearance or notice of early termination from the applicable Governmental Entity reviewing the Sellers' and Purchaser's filings made under the HSR Act, Purchaser shall not be entitled to, and shall not, exercise any decision making authority or participate in obtaining) any consentway in the management of the Cotton Group Companies except as provided in Section 6.01 hereof. Subject to applicable laws relating to the ------------ exchange of information, approval ofPurchaser and the Sellers shall have the right to review in advance, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Purchaser or advisable the Cotton Group Companies, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Sellers and Purchaser shall act reasonably and as promptly as practicable.
(b) Subject The Sellers and Purchaser each shall keep the other apprised of the status of matters relating to Section 6.6(c)completion of the transactions contemplated hereby, in including promptly furnishing the event that the parties receive a request for information other with copies of notice or documentary material pursuant to the HSR Act or any other Antitrust Laws (a “Second Request”), unless otherwise agreed to communications received by the CompanyPurchaser, the Parties will use their reasonable best efforts to submit an appropriate response toCotton Group Companies or the Sellers, and to certify compliance withas the case may be, such Second Request as promptly as practicable, and counsel for both parties will closely cooperate during the entirety of from any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with third party and/or any Governmental Entity with respect to delay the transactions contemplated hereby except with prior written consent of by this Agreement. Purchaser shall give prompt notice to the other Party. None of the Parties shall knowingly take, cause or permit to be taken or omit to take any action which such party change that is reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used result in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitiona Purchaser Material Adverse Effect.
Appears in 1 contract
Samples: Stock and Limited Partnership Interest Purchase Agreement (Charys Holding Co Inc)
Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective reasonable ) all best efforts (i) 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings filings, and (and in any event, by filing within ten (10ii) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party (a "NECESSARY THIRD PARTY") and/or any Governmental Entity in connection with, as a result of or in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Mergerincluding, (iii) defending any lawsuits or other legal proceedingswithout limitation, whether judicial or administrativeupon request of Parent, challenging this Agreement or all material consents required in connection with the consummation of the Merger; provided, (iv) obtaining (and cooperating with each other however, that nothing in obtaining) any consentthis Section 6.5 shall require, approval ofor be construed to require, waiver or any exemption byParent, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (vor to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any of its assets or businesses) executing or (ii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could, in the judgment of the Parent's board of directors, materially and delivering any reasonable additional instruments necessary adversely impact the economic or business benefits to consummate Parent of the transactions contemplated hereby and to fully carry out the purposes of by this Agreement.
(b) . Subject to Section 6.6(c), in the event that the parties receive a request for information or documentary material pursuant applicable laws relating to the HSR Act or any other Antitrust Laws (a “Second Request”)exchange of information, unless otherwise agreed Parent and the Company shall have the right to by the Company, the Parties will use their reasonable best efforts to submit an appropriate response toreview in advance, and to certify compliance with, such Second Request as promptly as practicable, and counsel for both parties the extent practicable each will closely cooperate during the entirety of any such Second Request review process. Neither Party shall agree to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent of consult the other Party. None of on, all the Parties shall knowingly take, cause or permit information relating to be taken or omit to take any action which such party reasonably expects is likely to materially delay or prevent consummation of the contemplated transactions, unless otherwise agreed to by the Parties. As used in this Agreement, the term “Antitrust Laws” means the Xxxxxxx Antitrust Act, the Xxxxxxx Antitrust Act of 1914, the HSR Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.Parent or
Appears in 1 contract
Samples: Merger Agreement (American Bankers Insurance Group Inc)
Filings; Other Actions; Notification. (a) Each party hereto shall file or cause to be filed with (i) the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act and with the European Commission any notifications required to be filed under the EC Merger Regulation and (ii) the appropriate Governmental Entity each of the Foreign Antitrust Filings, in each case in accordance with the applicable rules and regulations promulgated under the relevant Law, with respect to the transactions contemplated hereby. Each party hereto will use reasonable best efforts to make the filing under the HSR Act, and to make filings under the EC Merger Regulation and any additional Foreign Antitrust Filings, as promptly as reasonably practicable after the date hereof. Each party hereto will use reasonable best efforts to respond on a timely basis to any requests for additional information made by any such agency. The fees associated with all such filings shall be borne equally by Parent and the Company.
(b) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries 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 and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as expeditiously soon as possiblepracticable, including without limitation (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously soon as possible practicable all Company Required Statutory Approvals or Parent Required Statutory Approvals, as the case may be, and all consents, registrations, approvals, permits, expirations of waiting periods permits 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 this Agreementhereby, including with or from any works counsel, labor union or similar entity or governing body, and (ii) satisfying in the case of the Company and its Subsidiaries and in connection with any contemplated Divestiture, if any, providing to any third party who has entered into a confidentiality agreement containing terms and conditions that are no less favorable to consummating the MergerCompany than those set forth in the Confidentiality Agreement, (iii) defending such information concerning, and access to, the Company and its business, properties or assets as may reasonably be requested by Parent. Subject to applicable Laws relating to the exchange of information and the preservation of any lawsuits applicable attorney-client privilege, work-product doctrine, self-audit privilege or other legal proceedingssimilar privilege (collectively, whether judicial or administrative“Legal Privilege”), challenging this Agreement Parent and the Company shall use reasonable best efforts to collaborate in reviewing and commenting on in advance, and to consult the other on, information relating to Parent or the consummation Company, as the case may be, and any of the Mergertheir respective Subsidiaries, (iv) obtaining (and cooperating with each other that appears in obtaining) any consentfiling made with, approval of, waiver or any exemption bywritten materials submitted to, any non-governmental third party, in each case, to the extent necessary, proper or advisable party and/or any Governmental Entity in connection with the Merger and (v) executing the other transactions contemplated hereby. In connection with such collaboration, each of the Company and delivering Parent shall act reasonably and as promptly as practicable. Parent and the Company will communicate with any reasonable additional instruments necessary to consummate governmental antitrust authority in respect of the transactions contemplated hereby by this Agreement (other than communications that are not material or relate only to administrative matters) only after having consulted with the other’s advisors in advance and taken into account any reasonable comments and requests of the other party and their advisors. Where permitted by the governmental antitrust authority, Parent and Company will allow the other’s advisers to fully carry out the purposes of this Agreementattend all meetings with any governmental antitrust authority or participate in any telephone calls or other such communications (other than meetings, telephone calls or communications that are not material or relate only to administrative matters).
(bc) Subject to Section 6.6(capplicable Laws and the preservation of any applicable Legal Privilege, the Company and Parent each shall, upon request by the other, use commercially reasonable efforts to furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any Divestiture, the Proxy Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby.
(d) Subject to any confidentiality obligations and the preservation of any Legal Privilege, the Company and Parent each shall use reasonable best efforts to 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 notices or other 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 hereby.
(e) Subject to the provisions of Sections 7.2, 7.4(b) and 7.4(f), in the event that the parties receive any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a request for information Governmental Entity or documentary material pursuant to the HSR Act private party challenging any transaction contemplated by this Agreement, or any other Antitrust Laws (a “Second Request”)agreement contemplated hereby, unless otherwise agreed to by each of Parent, Merger Sub and the Company, the Parties will Company shall cooperate in all respects with each other and use their reasonable best efforts to submit an appropriate response to, contest and resist any such action or proceeding and to certify compliance withhave vacated, such Second Request as promptly as practicablelifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and counsel for both that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.
(f) In furtherance and not in limitation of the covenants of the parties will closely cooperate during the entirety contained in paragraphs (a)-(e) of this Section 7.4, if any such Second Request review process. Neither Party shall agree objections are asserted with respect to extend any waiting period under the HSR Act or any other Antitrust Laws or enter into any agreement with any Governmental Entity to delay the transactions contemplated hereby except with prior written consent under any Antitrust Law (as defined below) or if any suit is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity challenging any of the other Party. None transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the Parties transactions contemplated hereby, each of Parent, Merger Sub and the Company shall knowingly taketake all actions necessary to resolve any such objections or suits (or threatened suits) so as to permit consummation of the transactions contemplated by this Agreement to close as soon as reasonably practicable and in any event no later than the Termination Date (as extended), cause including, without limitation, selling, holding separate or permit otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate, divest or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate, divestiture or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits (or threatened suits) (collectively, “Divestitures”); provided, that, any obligation to make or agree to make a Divestiture by the Company or any of its Subsidiaries may, at the Company’s option, be taken conditioned upon and effective as of the Effective Time and shall not affect the other terms or omit conditions hereunder. Without limitation to the terms of Sections 7.4(b) and (c), to the extent not prohibited by applicable Law, Parent shall keep the Company apprised of material communications regarding proposed remedies to any objections that may be expressed by the FTC, the Justice Department or comparable foreign Governmental Entities and will consult with the Company and give due consideration to its views with respect to any possible Divestiture plans; provided, however, that following the date hereof, Parent shall have the sole and exclusive right, to propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, the Divestiture of such assets of Parent, the Company, or their respective Subsidiaries or otherwise offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any action which as may be required to resolve such party objections or suits. Notwithstanding anything in this Agreement to the contrary, in no event shall any of Parent, Merger Sub, the Company or their respective Affiliates be required to make or agree to make a Divestiture or to take or agree to take any action, that, individually or together with any other such actions, would reasonably expects is likely be expected to materially delay have a material adverse effect on the financial condition, business, assets or prevent consummation results of operations of the contemplated transactionsCompany and its Subsidiaries, unless otherwise agreed to by the Partiestaken as a whole, or an effect of similar magnitude (in terms of absolute effect and not proportion) on Parent and its Subsidiaries. As used in this Agreement, the term “Antitrust LawsLaw” means the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Xxxxxxx Antitrust Act of 1914Federal Trade Commission Act, as amended, the HSR Act EC Merger Regulation and all other federal, state and foreign statutesforeign, rulesif any, regulations, orders, decrees and other Laws and Orders that are designed or intended to control mergers and acquisitions or to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competitionlessening of competition through merger or acquisition.
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