Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE and DVN shall: (i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act; (ii) use their reasonable best efforts to cooperate with one another in (a) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; (iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity; (iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat; (v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and (vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act. (b) Without limiting Section 7.5(a), DVN and PZE shall: (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government in which case at the conclusion of such litigation).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pennzenergy Co), Agreement and Plan of Merger (Devon Energy Corp /Ok/)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE the Company and DVN shallParent each agrees to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as is practicable, including:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR ActAct and respond to any requests for additional information, and cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing;
(ii) use their reasonable best efforts satisfy the conditions to closing in Article VII (including, in the case of the Company, obtaining the opinion described in Section 7.2(b) and, in the case of Parent, obtaining the opinion described in Section 7.3(b)) and to cooperate with one another in (aA) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (bB) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a6.3(a), DVN Parent and PZE the Company shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closingjudgment, including without limitation defending through litigation on the merits any claim asserted in any court by any party, that would restrain, prevent or delay the Closing; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act.
(c) Notwithstanding anything to the contrary in this Agreement, unless (i) the parties 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 Merger and (ii) neither Parent nor any of its Subsidiaries shall be required (pursuant to Section 6.3(a)(ii) 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 litigation with the government in which case at the conclusion of such litigation)aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Louis Dreyfus Natural Gas Corp), Merger Agreement (Consolidated Natural Gas Co/Va)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE the Company and DVN Parent shall:
(i) promptly (but in not more than 20 10 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 (including, in the case of the Company, obtaining the opinion described in Section 6.2(b) and, in the case of Parent, obtaining the opinion described in Section 6.3(b)) as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a5.5(a), DVN Parent and PZE the Company shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government government, in which case at the conclusion of such litigation).
(c) Neither Parent nor the Company shall, without the other party'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) in connection with the transactions contemplated under this Agreement, but the parties shall commit or consent to, and shall use reasonable efforts to effect (and shall cause their Subsidiaries to commit or consent to and use reasonable efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as any governmental entity shall request if such divestitures, licenses, hold separate arrangements or similar matters are required by any such governmental entity as a condition to resolving such governmental entity's objections to the Merger or obtaining its approval of the Merger and are contingent upon consummation of the Merger; provided that, notwithstanding anything to the contrary in this Section 5.5(c) or the remainder of this Agreement, neither Parent, the Company nor any of their respective Subsidiaries shall be required 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 have or reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Ocean Energy Inc /Tx/), Merger Agreement (Devon Energy Corp/De)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE Xxxxx and DVN Frontier shall:
(i) promptly (but in not more than 20 any event within 15 business days from the date hereofof this Agreement) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 (including, in the case of Xxxxx, obtaining the opinion described in Section 6.2(b) and, in the case of Frontier, obtaining the opinion described in Section 6.3(b)) as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates Affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergerMerger (other than copies of their respective filings under the HSR Act); and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a5.5(a) and subject to Section 5.5(c), DVN Frontier and PZE Xxxxx shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible possible.
(c) Neither Frontier nor Xxxxx shall, without the other party’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) in connection with the transactions contemplated under this Agreement, but the parties shall commit or consent to, and shall use reasonable efforts to effect (and shall cause their Subsidiaries to commit or consent to and use reasonable efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as any governmental entity shall request if such divestitures, licenses, hold separate arrangements or similar matters are required by any such governmental entity as a condition to resolving such governmental entity’s objections to the Merger or obtaining its approval of the Merger and are contingent upon consummation of the Merger; provided that, notwithstanding anything to the contrary in this Section 5.5(c) or the remainder of this Agreement, neither Frontier, Xxxxx nor any event no later than 60 days following of their respective Subsidiaries shall be required to agree (with respect to (x) Frontier or its Subsidiaries or (y) Xxxxx 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 termination aggregate, would materially impair the business operations of all applicable waiting periods under Xxxxx, Frontier and their Subsidiaries, taken as a whole, as combined in the HSR Act, unless manner currently intended by the parties are in litigation with the government in which case at the conclusion of such litigation)parties.
Appears in 2 contracts
Samples: Merger Agreement (Holly Corp), Merger Agreement (Frontier Oil Corp /New/)
Filings; Reasonable Best Efforts. (a) Subject to In connection with this Agreement and the terms and conditions herein providedtransactions contemplated hereby, PZE and DVN shall:
the parties hereto shall (i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to obtain as promptly as practicable any necessary consents, approvals, waivers and authorizations of, actions or nonactions by, and make, as promptly as reasonably practicable, all necessary filings and submissions with, any Governmental Entity or third party necessary; provided that in no event shall (A) Company or any of its Subsidiaries (1) be required to pay or agree to pay any fee, penalty or other consideration (other than the HSR Act filing fee), or modify any Company Contract, to obtain any consent, approval, clearance, order, waiver or authorization in connection with the transactions contemplated by this Agreement under any Company Contract or (2) take any of the foregoing actions without Parent’s prior written consent (provided further that, if Parent provides such written consent, Parent shall reimburse Company and/or its Subsidiaries the amount of such payment) or (B) Parent or Merger Sub be required to pay or agree to pay any fee, penalty or other consideration (other than the HSR Act filing fee), or agree to modify any Company Contract, to obtain any consent, approval, clearance, order, waiver or authorization in connection with the transactions contemplated by this Agreement, (ii) use reasonable best efforts to (A) avoid any suit, action, petition to deny, objection, proceeding or investigation, whether judicial or administrative and whether brought by a Governmental Entity or any third party, and (B) avoid the entry of, or to effect the dissolution of, any injunction, stay, temporary restraining order or other order in any such suit, action, petition to deny, objection, proceeding or investigation, in each case, challenging this Agreement or the transactions contemplated hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) cooperate with one another each other in (aA) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits permits, notices or authorizations are required to be obtained prior to the Effective Time from governmental from, Governmental Entities or regulatory authorities of the United States, the several states, and foreign jurisdictions third parties in connection with the execution and delivery of this Agreement and the other Transaction Documents and consummation of the Merger and the transactions contemplated hereby; hereby and thereby and (bB) timely making all such filings and timely seeking all such consents, approvals, permits permits, notices or authorizations;, (iv) use reasonable best efforts to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable, and (v) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things reasonably necessary or appropriate to cause the Closing to occur and to consummate the transactions contemplated hereby as soon as practicable; provided that, for the avoidance of doubt, none of the parties hereto shall be obligated or required by this Section 6.3 to waive a condition to Closing set forth in Article VII.
(iiib) Without limiting the generality of Section 6.3(a), and subject to Section 6.3(c), Parent and Company shall, and shall cause their respective Subsidiaries to (i) as soon as practicable and in no event later than ten (10) business days after the date of this Agreement, each prepare and file any pre-merger notification required under the HSR Act to be filed with the Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) and (ii) promptly notify provide any supplemental information requested or required by the FTC and DOJ in connection with such notification in substantial compliance with the HSR Act and other applicable Laws. The parties shall jointly develop, and each other of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any communication concerning analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under or relating to the HSR Act prior to their submission. In connection with the foregoing, with respect to this Agreement and the transactions contemplated hereby, (w) to the extent permitted by applicable Law, the parties agree to provide the other (or its outside counsel, where appropriate), with any information that may be necessary or advisable to make such applications, notices, and/or filings, including, upon reasonable request by the Merger other, all information concerning itself, its Subsidiaries, directors, officers, and stockholders, and copies of any material correspondence, filing or communication (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs and/or any third party, on the other hand, (x) each party will keep the other apprised of the status of matters relating to that party from completion of the transactions contemplated herein; (y) to the extent permitted by applicable Law, prior to submitting or making any governmental authority and permit such correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the parties shall first provide the other party with a copy of such correspondence, filing or communication in draft form, and incorporate all reasonable comments timely made by the other party with respect thereto; and (z) to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) extent permitted by applicable Law, each of the parties shall not agree to participate in any meeting or discussion with any governmental authority such Governmental Entity or third party in respect of any filingsfiling, investigation investigation, or other inquiry concerning this Agreement or unless, to the Merger unless extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such governmental authorityGovernmental Entity, gives the other party the opportunity to attend and participate thereat;
(v) furnish the therein. The parties hereto agree that they will consult with each other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a), DVN and PZE shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to enable consummate the Closing transactions contemplated by this Agreement.
(c) For purposes of this Section 6.3, “reasonable best efforts” shall include Parent’s and Company’s agreement to occur as soon as reasonably possible (and sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of its assets, or the assets of its Subsidiaries, or conduct or agree to conduct their businesses in any event no later particular manner, or take any other action, as may be required to resolve objections, if any, of the FTC, DOJ, or other Governmental Entity (each a “Divestiture Action”), provided, however, that (i) nothing in this Agreement will require, or be deemed to require, Parent to agree to any Divestiture Action or Divestiture Actions with respect to assets or businesses that, individually or in the aggregate, constitute or contribute more than 60 days following $25,000,000 of the termination consolidated revenues of all applicable waiting periods under the HSR Act, unless Company and its Subsidiaries estimated by the parties are Company as of the date hereof for the 2017 calendar year (provided further that (A) the Company shall not accept any condition or take any Divestiture Action (whether or not consistent in litigation scope and magnitude with the government requirements set forth in which case this Agreement) without Parent’s prior written consent and (B) Parent shall determine, (x) in its sole discretion (but solely to the extent that reasonable alternatives exist with respect to its choice of remedies) and (y) in its reasonable discretion (in all other scenarios), the assets or businesses of Parent, the Company or any of their respective Subsidiaries to be so sold, transferred, disposed of, divested, held separate or subject to any restriction or limitation); and (ii) nothing in this Section 6.3 shall obligate Parent or Company or any of their respective Subsidiaries to take any action that is not conditioned on the Closing.
(d) Company shall deliver to Parent, prior to the Closing, a statement in form and substance reasonably acceptable to Parent certifying that Company has at no time during the conclusion past five (5) years been a United States real property holding corporation within the meaning of such litigation)Section 897(c)(2) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Neff Corp), Merger Agreement (United Rentals North America Inc)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE Santa Xx Xxxxxx and DVN Devon shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best commercial efforts to cooperate with one another in (a) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a6.5(a), DVN Devon and PZE Santa Xx Xxxxxx shall:
(i) each use its reasonable best commercial efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best commercial efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government government, in which case at the conclusion of such litigation).
Appears in 2 contracts
Samples: Merger Agreement (Santa Fe Snyder Corp), Merger Agreement (Santa Fe Snyder Corp)
Filings; Reasonable Best Efforts. (a) Subject to In connection with this Agreement and the terms and conditions herein providedtransactions contemplated hereby, PZE and DVN shall:
the parties hereto shall (i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to obtain as promptly as practicable any necessary consents, approvals, waivers and authorizations of, actions or nonactions by, and make, as promptly as reasonably practicable, all necessary filings and submissions with, any Governmental Entity or third party necessary; provided that in no event shall (A) Company or any of its Subsidiaries (1) be required to pay or agree to pay any fee, penalty or other consideration (other than the HSR Act filing fee), or modify any Company Contract, to obtain any consent, approval, clearance, order, waiver or authorization in connection with the transactions contemplated by this Agreement under any Company Contract or (2) take any of the foregoing actions without Parent’s prior written consent (provided further that, if Parent provides such written consent, Parent shall reimburse Company and/or its Subsidiaries the amount of such payment) or (B) Parent or Merger Sub be required to pay or agree to pay any fee, penalty or other consideration (other than the HSR Act filing fee), or agree to modify any Company Contract, to obtain any consent, approval, clearance, order, waiver or authorization in connection with the transactions contemplated by this Agreement, (ii) use reasonable best efforts to (A) avoid any suit, action, petition to deny, objection, proceeding or investigation, whether judicial or administrative and whether brought by a Governmental Entity or any third party, and (B) avoid the entry of, or to effect the dissolution of, any injunction, stay, temporary restraining order or other order in any such suit, action, petition to deny, objection, proceeding or investigation, in each case, challenging this Agreement or the transactions contemplated hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) cooperate with one another each other in (aA) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits permits, notices or authorizations are required to be obtained prior to the Effective Time from governmental from, Governmental Entities or regulatory authorities of the United States, the several states, and foreign jurisdictions third parties in connection with the execution and delivery of this Agreement and the other Transaction Documents and consummation of the Merger and the transactions contemplated hereby; hereby and thereby and (bB) timely making all such filings and timely seeking all such consents, approvals, permits permits, notices or authorizations;, (iv) use reasonable best efforts to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable, and (v) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things reasonably necessary or appropriate to cause the Closing to occur and to consummate the transactions contemplated hereby as soon as practicable; provided that, for the avoidance of doubt, none of the parties hereto shall be obligated or required by this Section 6.3 to waive a condition to Closing set forth in Article VII.
(iiib) Without limiting the generality of Section 6.3(a), and subject to Sections 6.3(c), Parent and Company shall, and shall cause their respective Subsidiaries to (i) as soon as practicable and in no event later than ten (10) business days after the date of this Agreement, each prepare and file any pre-merger notification required under the HSR Act to be filed with the Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) and (ii) promptly notify provide any supplemental information requested or required by the FTC and DOJ in connection with such notification in substantial compliance with the HSR Act and other applicable Laws. The parties shall jointly develop, and each other of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any communication concerning analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under or relating to the HSR Act prior to their submission. In connection with the foregoing, with respect to this Agreement and the transactions contemplated hereby, (w) the parties agree to provide the other (or its outside counsel, where appropriate), with any information that may be necessary or advisable to make such applications, notices, and/or filings, including, upon request by the Merger other, all information concerning itself, its Subsidiaries, directors, officers, and stockholders, and copies of any material correspondence, filing or communication (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs and/or any third party, on the other hand, (x) each party will keep the other apprised of the status of matters relating to that party from completion of the transactions contemplated herein; (y) prior to submitting or making any governmental authority and permit such correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the parties shall first provide the other party with a copy of such correspondence, filing or communication in draft form, and incorporate all reasonable comments timely made by the other party with respect thereto; and (z) to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) extent permitted by applicable Law, each of the parties shall not agree to participate in any meeting or discussion with any governmental authority such Governmental Entity or third party in respect of any filingsfiling, investigation investigation, or other inquiry concerning this Agreement or unless, to the Merger unless extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such governmental authorityGovernmental Entity, gives the other party the opportunity to attend and participate thereat;
(v) furnish the therein. The parties hereto agree that they will consult with each other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a), DVN and PZE shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement.
(c) Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that: (i) neither Parent nor Merger so as Sub shall have any obligation to enable litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) neither Parent nor Merger Sub nor any of their affiliates shall be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the Closing sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or the Company or any of its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Parent or any of its affiliates to occur as soon as reasonably possible freely conduct their business or own such assets, or (C) the holding separate of Company, the Surviving Corporation or their Subsidiaries or any limitation or regulation on the ability of Parent or any of its affiliates to exercise full rights of ownership of the Company, the Surviving Corporation and in any event no later than 60 days following their Subsidiaries.
(d) From the date of this Agreement until the earlier of the termination hereof and the Effective Time, Parent shall not, without the written consent of all applicable Company, make any acquisition or enter into any joint venture or other business combination if such acquisition, joint venture or business combination would reasonably be expected to materially delay or materially hinder the clearance, termination, or expiration of any required waiting periods period under the HSR ActAct or other Competition Law.
(e) Company shall deliver to Parent, unless prior to the parties are Closing, a statement in litigation with form and substance reasonably acceptable to Parent certifying that Company has at no time during the government in which case at past five (5) years been a United States real property holding corporation within the conclusion meaning of such litigation)Section 897(c)(2) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (H&E Equipment Services, Inc.), Merger Agreement (Neff Corp)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE the Company and DVN Parent shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article VII (including, in the case of the Company, obtaining the opinion described in Section 7.2(b) and, in the case of Parent, obtaining the opinion described in Section 7.3(b)) and to cooperate with one another in (a) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a6.4(a), DVN Parent and PZE the Company shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government government, in which case at the conclusion of such litigation).
(c) 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 Merger and (ii) neither Parent nor any of its Subsidiaries shall be required (pursuant to Section 6.4(a)(ii) 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 have or reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect.
(d) Except as provided below, nothing in this Section 6.4 or any other part of this Agreement shall require Parent to refrain from entering into any agreement with respect to, or issuing Parent Common Stock or other consideration in connection with, a business combination with, or an acquisition of, a third party after the date of this Agreement and prior to the Effective Time (a "Subsequent Transaction"); provided, however, that 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 7. 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 prompt 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.
Appears in 1 contract
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE the Company and DVN Parent shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 as promptly as practicable and to cooperate with one another in (a) determining which timely making all filings are required to be made prior to the Effective Time with, and which timely seek all consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United StatesU.S., the several states, states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iiiii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iviii) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(viv) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(viv) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a5.4(a), DVN Parent and PZE the Company shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible possible.
(and c) 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) in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation connection with the government in which case at the conclusion of such litigation)transactions contemplated under this Agreement.
Appears in 1 contract
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE the Company and DVN Parent shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act and any applicable state antitrust laws with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR ActAct or such state laws;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental Governmental Authorities or regulatory authorities of the United States, the several states, and foreign jurisdictions other Persons in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entityGovernmental Authority;
(iv) not agree to participate in any substantive meeting or discussion with any governmental authority Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authorityGovernmental Authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish counsel to the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority Governmental Authorities or members or of their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties party and their its respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authoritiesGovernmental Authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act; provided that if the provisions of the HSR Act would prevent a party from disclosing such information to the other party, then such information may be disclosed to such party's counsel.
(b) Without limiting Section 7.5(a5.4(a), DVN Parent and PZE the Company shall:
(i) each use its reasonable best efforts to respond promptly to any requests for additional information made by the Department of Justice ("DOJ") or the Federal Trade Commission ("FTC"), and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing;
(ii) not extend, directly or indirectly, any waiting period under the HSR Act or any applicable state antitrust law or enter into any agreement with a Governmental Authority to delay or not consummate the Merger except with the prior written consent of the other;
(iii) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(iiiv) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government government, in which case at the conclusion of such litigation); provided that, notwithstanding anything to the contrary in this Section 5.4 or the remainder of this Agreement, neither Parent nor any of its Subsidiaries shall be required to agree to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices.
(c) In connection with its obligations under this Section 5.4, 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) in connection with the transactions contemplated under this Agreement.
Appears in 1 contract
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE Seller and DVN Purchaser shall:
(i) promptly (but in not more than 20 business days any event within 15 Business Days from the date hereof) make their respective filings under the Competition Act (Canada), the Investment Canada Act and the HSR Act with respect to the Merger Stock Purchase and thereafter shall promptly make any other required submissions under the Competition Act (Canada), the Investment Canada Act and the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time Closing with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from Closing from, governmental or regulatory authorities of Canada, the provinces thereof, the United States, the several statesstates thereof, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger Stock Purchase and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger Stock Purchase to that party from any governmental authority Governmental Authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger Stock Purchase to any governmental entityGovernmental Authority;
(iv) not agree to participate in any meeting or discussion with any governmental authority Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger Stock Purchase unless it consults with the other party in advance and, to the extent permitted by such governmental authorityGovernmental Authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates Affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergerStock Purchase; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the Competition Act (Canada), the Investment Canada Act and the HSR Act.
(b) Without limiting Section 7.5(a5.3(a), DVN Purchaser and PZE Seller shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity Governmental Authority with respect to the Merger Stock Purchase so as to enable the Closing to occur as soon as reasonably possible possible; provided that neither Purchaser, Seller nor any of their respective Subsidiaries shall be required to agree with any Governmental Authority to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices.
(c) Seller shall, at Purchaser’s request, assist Purchaser in preparing any registration statement, prospectus, offering memorandum, offering circular or similar or related document to be prepared or filed by Purchaser prior to the Closing, shall furnish to Purchaser the Seller Companies Financial Statements and such other information as requested by Purchaser in connection with any of the foregoing documents and shall otherwise assist Purchaser in connection with any roadshow or other presentations or materials, including those related to financings, in connection with the transactions contemplated hereby. Seller shall cooperate with Purchaser in preparing pro forma financial information relating to the transactions contemplated hereby.
(d) Seller shall deliver to Purchaser the audited consolidated financial statements (including the related notes and schedules and supporting tax work papers) of the Seller Companies for the year ended December 31, 2004 and the interim consolidated financial statements (including the related notes and schedules and supporting tax work papers) of the Seller Companies for the three months ended March 31, 2005 and the six months ended June 30, 2005, meeting the requirements of Section 3.7(b) hereof on or before June 24, 2005, except with respect to the June 30, 2005 financials, which shall be delivered promptly after June 30, 2005 and, in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Actevent, unless the parties are in litigation with the government in which case at the conclusion of such litigation)prior to July 31, 2005.
Appears in 1 contract
Samples: Stock Purchase Agreement (Weatherford International LTD)
Filings; Reasonable Best Efforts. (a) Subject to the terms hereof, including Section 6.8(b) and conditions herein providedSection 6.8(c), PZE each of the Glass Parties and DVN shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter Solstice Parties shall promptly make any other required submissions under the HSR Act;
(ii) use their its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with one another the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Transactions as promptly as practicable, (aii) determining which filings are required to be made prior to the Effective Time withas promptly as practicable, and which obtain from any Governmental Authority or any other third party any consents, licenses, permits, waivers, approvals, permits authorizations, or authorizations are orders required to be obtained prior to the Effective Time from governmental or regulatory authorities made by such party or any of the United States, the several states, and foreign jurisdictions its Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b) timely making all such filings and timely seeking all such consentsTransactions, approvals, permits or authorizations;
(iii) as promptly notify each other as practicable (and, in the case of any communication concerning this Agreement or the Pre-Merger Notification and Report Form filed pursuant to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entity;
(iv) not agree to participate HSR Act, in any meeting or discussion with any governmental authority in respect event within ten (10) Business Days) after the date of any this Agreement, make all necessary filings, investigation or and thereafter make any other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other handrequired submissions, with respect to this Agreement and the Merger; and
Transactions required under (viA) furnish the Securities Act and the Exchange Act, and any other party applicable federal or state securities laws, (B) the HSR Act 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 and to fully carry out the purposes of this Agreement. The parties hereto shall cooperate with such necessary information and reasonable assistance as such each other parties and their respective affiliates may reasonably request in connection with the making of all such filings and shall use their preparation respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of necessary filingsany Applicable Law in connection with the Transactions. For the avoidance of doubt, registrations the parties agree that nothing contained in this Section 6.8(a) shall modify or submissions of information to any governmental affect their respective rights and responsibilities under Section 6.8(b) or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR ActSection 6.8(c).
(b) Without limiting Section 7.5(a)Subject to the terms hereof, DVN each party shall, and PZE shall:
(i) each shall cause each of its Subsidiaries, to cooperate with the other parties and to use its reasonable best efforts to avoid the entry ofobtain any government clearances or approvals, or expirations or terminations of waiting periods, required for the consummation of the Transactions under the HSR Act and any other federal, state or foreign law or, regulation or decree designed to have vacated prohibit, restrict or terminatedregulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), and to respond to any decreegovernment requests for information under any Antitrust Law. The parties hereto will consult and cooperate with one another, order and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or judgment that would restrainsubmitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Except as prohibited by Applicable Law, prevent each of the parties shall keep the other parties and their respective counsel informed of any substantive communication received by such party from, or delay given by such party to any Governmental Authority, in each case regarding any of the ClosingTransactions; and permit the other parties and their respective counsel to review any substantive communication given by it to, including without limitation defending through litigation on the merits and consult with each other in advance of any claim asserted in meeting or conference with any court by any party; andsuch Governmental Authority.
(iic) each Each party agrees to cooperate and use its reasonable best efforts to avoid vigorously contest and resist any action or eliminate each proceeding, including administrative or judicial action or proceeding, and every impediment under to have vacated, lifted, reversed or overturned any antitrustdecree, competition judgment, injunction or trade regulation law other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Mergers and the Transactions contemplated by this Agreement, including reasonably pursuing administrative and judicial appeal; provided, however, that notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, no party shall be required by this Agreement to agree to any material divestitures, licenses, hold separate arrangements or similar matters, including material covenants affecting business operating practices, except to the extent any such divestitures, licenses, arrangements, matters or covenants would not reasonably be expected to be material to the Glass Parties and Solstice, taken as a whole.
(d) No party shall make any settlement offers or negotiate any consent decree, consent order or undertaking with any Governmental Authority relating to the Transactions contemplated by this Agreement without the prior consent of the other party, which shall not be unreasonably withheld, delayed or conditioned. No party may be asserted accept any settlement, consent decree, consent order or enter into any undertaking proposed by any governmental entity with respect to Governmental Authority, without the Merger so as to enable prior written consent of the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Actother party, unless the parties are in litigation with the government in which case at the conclusion of such litigation)shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE Toreador and DVN ZaZa shall:
(i) promptly (but in not no more than 20 15 business days from the date hereof) make their respective filings under the HSR Act any applicable non-U.S. competition, antitrust or premerger notification laws (“Non-U.S. Antitrust Laws”) with respect to the Merger transactions contemplated hereby and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) Non-U.S. Antitrust Laws; use their reasonable best efforts to cooperate with one another in (a) determining which other filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities from, Governmental Authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger Combination and the transactions contemplated hereby; and (b) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iiiii) promptly notify each the other of parties prior to initiating any communication with any Governmental Authority concerning this Agreement or the Merger to that party from any governmental authority transactions contemplated hereby and permit the other party parties to review in advance any proposed communication concerning this Agreement or the Merger transactions contemplated hereby to any governmental entityGovernmental Authority;
(iviii) not agree to participate in any meeting or discussion with any governmental authority Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger transactions contemplated hereby unless it consults with the other party parties in advance and, to the extent permitted by such governmental authorityGovernmental Authority, gives the other party parties the opportunity to attend and participate thereat;
(viv) furnish the other party parties with copies of all correspondence, filings and written communications (and memoranda setting forth the substance thereofof all oral communications) between them and their affiliates Affiliates and their respective representatives on the one hand, and any government or regulatory authority Governmental Authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergerCombination; and
(viv) furnish the other party parties with such necessary information and reasonable assistance as such other parties and their respective affiliates Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authoritiesGovernmental Authorities, including without limitationincluding, any filings necessary or appropriate under the provisions of the HSR ActNon-U.S. Antitrust Laws.
(b) Without limiting Section 7.5(a6.06(a) but subject to Section 6.06(c), DVN ZaZa and PZE Toreador shall:
(i) each use its or his 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 to consummate the transactions contemplated hereby as promptly as practicable, including using its reasonable best efforts to obtain as promptly as practicable all consents, approvals, permits or authorizations of Governmental Authorities (including the submission of any required filings to and obtaining any required consents, approvals, permits or authorizations of the BEPH) or other third parties to consummate the transactions contemplated hereby and to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and;
(ii) each use its or his reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity Governmental Authority with respect to the Merger Combination so as to enable the Closing to occur as soon promptly as reasonably possible practicable; and
(iii) each use its or his reasonable best efforts to cause the receipt of Company Common Stock in exchange for Toreador Common Stock and in ZaZa Membership Interests and Lara Sub Shares, if applicable, pursuant to the Toreador Merger and the ZaZa Contribution to qualify either as a reorganization under Section 368(a) of the Code or as a nonrecognition transaction under Section 351 of the Code;
(c) Notwithstanding the foregoing, no party shall be required by this Agreement to take any event no later than 60 days following the termination of all applicable waiting periods under the HSR Actmaterial actions, unless the parties are in litigation with the government in which case at the conclusion of such litigation)or agree to any material divestitures, licenses, hold separate arrangements or similar matters, including material covenants affecting business operating practices.
Appears in 1 contract
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE FiberTower and DVN First Avenue shall:
(i) promptly (but in not more than 20 10 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental Governmental Authorities or regulatory authorities of the United States, the several states, and foreign jurisdictions other persons in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority Governmental Authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entityGovernmental Authority;
(iv) not agree to participate in any meeting or discussion with any governmental authority Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authorityGovernmental Authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and;
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties party and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authoritiesGovernmental Authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act; provided that if the provisions of the HSR Act would prevent a party from disclosing such information to the other party, then such information may be disclosed to such party’s counsel; and
(vii) Each of FiberTower and First Avenue will make any filings reasonably necessary to keep any licenses that are material to its business in good standing and to conduct its business in compliance with applicable FCC rules and regulations.
(b) Without limiting Section 7.5(a5.4(a), DVN First Avenue and PZE FiberTower shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government government, in which case at the conclusion of such litigation).
Appears in 1 contract
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE the Company and DVN Parent shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act and any applicable state antitrust laws with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR ActAct or such state laws;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental Governmental Authorities or regulatory authorities of the United States, the several states, and foreign jurisdictions other Persons in connection with the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger to that party from any governmental authority and Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed communication concerning this Agreement or the Merger to any governmental entityGovernmental Authority;
(iv) not agree to participate in any substantive meeting or discussion with any governmental authority Governmental Authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authorityGovernmental Authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish counsel to the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority Governmental Authorities or members or of their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties party and their its respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authoritiesGovernmental Authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act; provided that if the provisions of the HSR Act would prevent a party from disclosing such information to the other party, then such information may be disclosed to such party’s counsel.
(b) Without limiting Section 7.5(a5.4(a), DVN Parent and PZE the Company shall:
(i) each use its reasonable best efforts to respond promptly to any requests for additional information made by the Department of Justice (“DOJ”) or the Federal Trade Commission (“FTC”), and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing;
(ii) not extend, directly or indirectly, any waiting period under the HSR Act or any applicable state antitrust law or enter into any agreement with a Governmental Authority to delay or not consummate the Merger except with the prior written consent of the other;
(iii) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(iiiv) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government government, in which case at the conclusion of such litigation); provided that, notwithstanding anything to the contrary in this Section 5.4 or the remainder of this Agreement, neither Parent nor any of its Subsidiaries shall be required to agree to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices.
(c) In connection with its obligations under this Section 5.4, 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) in connection with the transactions contemplated under this Agreement.
Appears in 1 contract
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE CCHI and DVN APTI shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which which, if any, consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger Transaction and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iiiii) promptly notify each other of any communication concerning this Agreement or the Merger Transaction to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger Transaction to any governmental entity;
(iviii) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger Transaction unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger; and
(viiv) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates Affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a5.2(a) and subject to Section 5.2(c), DVN APTI, PTNI, and PZE CCHI shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger Transaction so as to enable the Closing to occur as soon as reasonably possible possible.
(c) Neither APTI nor PTNI nor CCHI shall, without the other party’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) in connection with the transactions contemplated under this Agreement, but the parties shall commit or consent to, and shall use reasonable efforts to effect (and shall cause their Subsidiaries to commit or consent to and use reasonable efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as any governmental entity shall request if such divestitures, licenses, hold separate arrangements or similar matters are required by any such governmental entity as a condition to resolving such governmental entity’s objections to the Transaction or obtaining its approval of the Transaction and are contingent upon consummation of the Transaction; provided that, notwithstanding anything to the contrary in this Section 6.5(c) or the remainder of this Agreement, neither APTI, CCHI nor any event no later than 60 days following of their respective Subsidiaries shall be required to agree (with respect to (x) APTI or its Subsidiaries or (y) CCHI 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 termination aggregate, would materially impair the business operations of all applicable waiting periods under CCHI, APTI and their Subsidiaries, taken as a whole, as combined in the HSR Act, unless manner currently intended by the parties are in litigation with the government in which case at the conclusion of such litigation)parties.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (American Post Tension, Inc.)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE the Company and DVN Parent shall:
(i) promptly (but in not more than 20 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger (including any submissions required for the Alternate Mergers) and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 7 (including, in the case of the Company, obtaining the opinion described in Section 7.2(b) and, in the case of Parent, obtaining the opinion described in Section 7.3(b)) and to cooperate with one another in (a) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation A-23 of the Merger or the Alternate Mergers and the transactions contemplated hereby; and (b) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger or the Alternate Mergers to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger or the Alternate Mergers to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger or the Alternate Mergers unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergerMerger or the Alternate Mergers; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a6.4(a), DVN Parent and PZE the Company shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger or the Alternate Mergers so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than 60 days following the termination of all applicable waiting periods under the HSR Act, unless the parties are in litigation with the government government, in which case at the conclusion of such litigation).
(c) 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 Merger or the Alternate Mergers and (ii) neither Parent nor any of its Subsidiaries shall be required (pursuant to Section 6.4(a)(ii) 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 have or reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect.
(d) Except as provided below, nothing in this Section 6.4 or any other part of this Agreement shall require Parent to refrain from entering into any agreement with respect to, or issuing Parent Common Stock or other consideration in connection with, a business combination with, or an acquisition of, a third party after the date of this Agreement and prior to the Effective Time (a "Subsequent Transaction");
Appears in 1 contract
Samples: Agreement and Plan of Merger (Devon Energy Corp/De)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE Holly and DVN Frontier shall:
(i) promptly (but in not more than 20 any xxxxt within 15 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger Mergers and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 (including, in the case of Holly, obtaining the opinion described in Section 6.2(b) and, xx the case of Frontier, obtaining the opinion described in Section 6.3(b)) as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger Mergers and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger Mergers to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger Mergers to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger Mergers unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergerMergers; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a5.5(a) and subject to Section 5.5(c), DVN Frontier and PZE Holly shall:
(i) each use its reasonable best efforts to effoxxx xo avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible possible.
(c) Neither Frontier nor Holly shall, without the other party's prior written consent, commit xx xxy 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) in connection with the transactions contemplated under this Agreement, but the parties shall commit or consent to, and shall use reasonable efforts to effect (and shall cause their Subsidiaries to commit or consent to and use reasonable efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as any governmental entity shall request if such divestitures, licenses, hold separate arrangements or similar matters are required by any such governmental entity as a condition to resolving such governmental entity's objections to either or both the Merger or obtaining its approval of either or both the Mergers and are contingent upon consummation of either or both the Mergers; provided that, notwithstanding anything to the contrary in this Section 5.5(c) or the remainder of this Agreement, neither Frontier, Holly nor any event no later than 60 days following of their respective Subsidiaries shall be required to axxxx (with respect to (x) Frontier or its Subsidiaries or (y) Holly or its Subsidiaries) to any divestitures, licenses, hold separaxx xxrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the termination of all applicable waiting periods under the HSR Actaggregate, unless the parties are in litigation with the government in which case at the conclusion of such litigation)would have a Frontier Material Adverse Effect or a Holly Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Holly Corp)
Filings; Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided, PZE Xxxxx and DVN Frontier shall:
(i) promptly (but in not more than 20 any event within 15 business days from the date hereof) make their respective filings under the HSR Act with respect to the Merger Mergers and thereafter shall promptly make any other required submissions under the HSR Act;
(ii) use their reasonable best efforts to satisfy the conditions to closing in Article 6 (including, in the case of Xxxxx, obtaining the opinion described in Section 6.2(b) and, in the case of Frontier, obtaining the opinion described in Section 6.3(b)) as promptly as practicable and to cooperate with one another in (a1) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from from, governmental or regulatory authorities of the United States, the several states, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger Mergers and the transactions contemplated hereby; and (b2) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations;
(iii) promptly notify each other of any communication concerning this Agreement or the Merger Mergers to that party from any governmental authority and permit the other party to review in advance any proposed communication concerning this Agreement or the Merger Mergers to any governmental entity;
(iv) not agree to participate in any meeting or discussion with any governmental authority in respect of any filings, investigation or other inquiry concerning this Agreement or the Merger Mergers unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat;
(v) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the MergerMergers; and
(vi) furnish the other party with such necessary information and reasonable assistance as such other parties and their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental or regulatory authorities, including without limitation, any filings necessary or appropriate under the provisions of the HSR Act.
(b) Without limiting Section 7.5(a5.5(a) and subject to Section 5.5(c), DVN Frontier and PZE Xxxxx shall:
(i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and
(ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental entity with respect to the Merger Mergers so as to enable the Closing to occur as soon as reasonably possible possible.
(c) Neither Frontier nor Xxxxx shall, without the other party'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) in connection with the transactions contemplated under this Agreement, but the parties shall commit or consent to, and shall use reasonable efforts to effect (and shall cause their Subsidiaries to commit or consent to and use reasonable efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as any governmental entity shall request if such divestitures, licenses, hold separate arrangements or similar matters are required by any such governmental entity as a condition to resolving such governmental entity's objections to either or both the Merger or obtaining its approval of either or both the Mergers and are contingent upon consummation of either or both the Mergers; provided that, notwithstanding anything to the contrary in this Section 5.5(c) or the remainder of this Agreement, neither Frontier, Xxxxx nor any event no later than 60 days following of their respective Subsidiaries shall be required to agree (with respect to (x) Frontier or its Subsidiaries or (y) Xxxxx 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 termination of all applicable waiting periods under the HSR Actaggregate, unless the parties are in litigation with the government in which case at the conclusion of such litigation)would have a Frontier Material Adverse Effect or a Xxxxx Material Adverse Effect.
Appears in 1 contract
