Common use of Filings Under Antitrust Laws Clause in Contracts

Filings Under Antitrust Laws. (a) Each of the Company and Parent shall, within five (5) business days after the date hereof, (i) file or cause to be filed with the appropriate Antitrust Authorities the notification and report form required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act, and (ii) promptly file or submit each, if any, required foreign Antitrust Law pre-acquisition notification regarding the Transactions, which filings, in each case, shall not include a request for early termination of any applicable waiting period unless the Company has consented thereto in writing, which consent may be withheld in the Company’s sole and absolute discretion. Each party hereto will use reasonable best efforts to cooperate with one another in making the filings and submissions referred to in clauses (i) and (ii) above, and each party hereto will furnish, or cause to be furnished, to the others any necessary information and reasonable assistance as the others may request in connection with their preparation of any filing or submission that is necessary or advisable under applicable Antitrust Laws. Such notification and report form and all such supplemental information and such foreign notifications and any related supplemental information filed or submitted by such party will be in substantial compliance with the requirements of applicable Antitrust Laws. All filing fees under the applicable Antitrust Laws will be paid by Parent. Each party hereto will use reasonable best efforts to resolve such objections, if any, as any Antitrust Authority or any other Person may assert under relevant Antitrust Laws with respect to the Transactions. Each party will keep the others reasonably informed, to the extent permitted by applicable Laws, of the status of any communications with, and inquiries or requests for additional information from, any Antitrust Authority in connection with the matters contemplated by this Section 7.04, and will use reasonable best efforts to comply (and, if applicable, cause the compliance by its appropriate Affiliates) promptly with any such inquiry or request and to defend against any action of any Antitrust Authority or other Person that attempts to enjoin the Transactions. Each party hereto will, and will cause its Affiliates to, use reasonable best efforts to cause the expiration or early termination of the waiting period under the HSR Act and any other applicable Antitrust Laws; provided, however, that no party hereto will, and each party will cause its Affiliates not to, request or pursue early termination of any such waiting period unless such request has been consented to by the Company, as provided above. (b) The parties hereto shall not take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Antitrust Authority under applicable Antitrust Laws, the expiration of any required waiting period thereunder or the early termination of any such waiting period if a request therefor has been made in accordance with this Section 7.04. (c) Notwithstanding anything to the contrary contained herein, in no event shall Parent be required to (i) propose, negotiate, commit to or effect by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Affiliates or the Surviving Corporation or (ii) otherwise take or commit to take actions that after the Closing Date would limit the freedom of the Parent or its Affiliates (including the Surviving Corporation) with respect to one or more of their respective businesses, product lines or assets.

Filings Under Antitrust Laws. (a) Each of Parent and Merger Sub, on the Company one hand, and Parent shallthe Company, within five on the other hand, shall (5) business days after and shall cause their respective Affiliates, if applicable, to), to the date hereofextent required, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Transactions as required by the HSR Act within ten (10) Business Days following the date of this Agreement; and (ii) as promptly as practicable following the date of this Agreement, file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority as are required by other applicable Antitrust Laws in connection with the this Agreement and the Transactions. Each of Parent and the Company shall (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) subject to Section 6.2(b), make (or cause to be filed with the made) an appropriate Antitrust Authorities the notification and report form required for the Transactions and response to any supplemental information requested in connection therewith pursuant to the HSR Act, and (ii) promptly file request or submit each, if any, required foreign Antitrust Law pre-acquisition notification regarding the Transactions, which filings, in each case, shall not include a request for early termination of any applicable waiting period unless the Company has consented thereto in writing, which consent may be withheld in the Company’s sole and absolute discretion. Each party hereto will use reasonable best efforts to cooperate with one another in making the filings and submissions referred to in clauses (i) and (ii) above, and each party hereto will furnish, or cause to be furnished, to the others any necessary information and reasonable assistance as the others may request in connection with their preparation of any filing or submission that is necessary or advisable under applicable Antitrust Laws. Such notification and report form and all such supplemental information and such foreign notifications and any related supplemental information filed or submitted by such party will be in substantial compliance with the requirements of applicable Antitrust Laws. All filing fees under the applicable Antitrust Laws will be paid by Parent. Each party hereto will use reasonable best efforts to resolve such objections, if any, as any Antitrust Authority or any other Person may assert under relevant Antitrust Laws with respect to the Transactions. Each party will keep the others reasonably informed, to the extent permitted by applicable Laws, of the status of any communications with, and inquiries or requests requirement for additional information fromby the FTC, any Antitrust Authority in connection with the matters contemplated by this Section 7.04, and will use reasonable best efforts to comply (and, if applicable, cause DOJ or the compliance by its appropriate Affiliates) promptly with any such inquiry or request and to defend against any action Governmental Authorities of any Antitrust Authority other applicable jurisdiction; and (D) take (and cause their Affiliates to take) all action necessary, proper or other Person that attempts advisable to enjoin the Transactions. Each party hereto will, and will cause its Affiliates to, use reasonable best efforts to (1) cause the expiration or early termination of the applicable waiting period under periods pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Transactions; and (2) obtain any required consents pursuant to the HSR Act and any Antitrust Laws; providedLaws applicable to this Agreement or the Transactions, howeverin the case of each of clauses (1) and (2), that no party hereto willas promptly as reasonably practicable and in any event prior to the Termination Date. Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and each party will cause the Company (and its Affiliates not toAffiliates, request or pursue early termination if applicable), on the other hand, shall promptly inform the other of any material communication from any Governmental Authority regarding the Transactions in connection with such waiting period unless filings. If any Party or Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Transactions pursuant to the HSR Act or any other Antitrust Laws applicable to the Transactions, then such request has been consented Party shall make (or cause to by the Companybe made), as provided above. (b) The parties hereto shall not take any action promptly as practicable and after consultation and cooperation with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Antitrust Authority under applicable Antitrust Laws, the expiration of any required waiting period thereunder or the early termination of any such waiting period if a request therefor has been made other Parties in accordance with this Section 7.04. (c) Notwithstanding anything 6.2(b), an appropriate response to such request; provided that neither Party shall stay, toll or extend any applicable waiting period under the contrary contained hereinHSR Act, in no event shall Parent be required to (i) proposepull and refile under the HSR Act, negotiate, commit to or effect by consent decree, hold separate order, trust enter into any timing or otherwise, the sale, divestiture other agreement or disposition of understanding with any assets or businesses of Parent or its Affiliates or the Surviving Corporation or (ii) otherwise take or commit to take actions that after the Closing Date would limit the freedom of the Parent or its Affiliates (including the Surviving Corporation) Governmental Authority with respect to one the HSR Act or more any other Antitrust Laws applicable to the Transactions without the consent of their respective businessesthe other Party, product lines which shall not be unreasonably conditioned or assetswithheld.

Filings Under Antitrust Laws. Each Parent Entity shall (a) and shall cause their respective Subsidiaries to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall, to the extent required, file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business Days following the date of this Agreement. Each of Parent and the Company shall (A) cooperate and Parent shall, within five coordinate (5and shall cause its respective Affiliates to cooperate and coordinate) business days after with the date hereof, other in the making of such filings; (iB) file supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be filed with supplied) any additional information that may be required or requested by the appropriate relevant Governmental Authorities; and (D) for any applicable Antitrust Authorities Laws, take (and cause their Subsidiaries to take) all action necessary, proper or advisable to (1) cause the notification expiration or termination of the applicable waiting periods pursuant to the HSR Act; and report form required for (2) obtain all clearances, consents, approvals and waivers pursuant to any Antitrust Laws applicable to this Agreement or the Transactions Merger, in each case as promptly as practicable and in any supplemental information requested event prior to the Termination Date. Each Parent Entity shall (and shall cause their respective Subsidiaries to, if applicable), on the one hand, and the Company (and its Affiliates), on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding the Merger in connection therewith with such filings. If a Party or any of its Affiliates receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act, and then such Party shall make (ii) promptly file or submit each, if any, required foreign Antitrust Law pre-acquisition notification regarding the Transactions, which filings, in each case, shall not include a request for early termination of any applicable waiting period unless the Company has consented thereto in writing, which consent may be withheld in the Company’s sole and absolute discretion. Each party hereto will use reasonable best efforts to cooperate with one another in making the filings and submissions referred to in clauses (i) and (ii) above, and each party hereto will furnish, or cause to be furnishedmade), to the others any necessary information as promptly as practicable and reasonable assistance as the others may request in connection with their preparation of any filing or submission that is necessary or advisable under applicable Antitrust Laws. Such notification and report form and all such supplemental information and such foreign notifications and any related supplemental information filed or submitted by such party will be in substantial compliance after consultation with the requirements of other Parties, an appropriate response to such request; provided that (x) no Party may stay, toll or extend any applicable Antitrust Laws. All filing fees under the applicable Antitrust Laws will be paid by Parent. Each party hereto will use reasonable best efforts to resolve such objections, if any, as any Antitrust Authority or any other Person may assert under relevant Antitrust Laws with respect to the Transactions. Each party will keep the others reasonably informed, to the extent permitted by applicable Laws, of the status of any communications with, and inquiries or requests for additional information from, any Antitrust Authority in connection with the matters contemplated by this Section 7.04, and will use reasonable best efforts to comply (and, if applicable, cause the compliance by its appropriate Affiliates) promptly with any such inquiry or request and to defend against any action of any Antitrust Authority or other Person that attempts to enjoin the Transactions. Each party hereto will, and will cause its Affiliates to, use reasonable best efforts to cause the expiration or early termination of the waiting period under the HSR Act and or enter into any other applicable Antitrust Laws; provided, however, that no party hereto will, and each party will cause its Affiliates not to, request agreement or pursue early termination of understanding with any such waiting period unless such request has been consented to by the Company, as provided above. (b) The parties hereto shall not take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Antitrust Governmental Authority under applicable Antitrust Laws, the expiration of any required waiting period thereunder or the early termination of any such waiting period if a request therefor has been made in accordance with this Section 7.04. (c) Notwithstanding anything to the contrary contained herein, in no event shall Parent be required to (i) propose, negotiate, commit to or effect by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Affiliates or the Surviving Corporation or (ii) otherwise take or commit to take actions that after the Closing Date would limit the freedom of the Parent or its Affiliates (including the Surviving Corporation) with respect to the HSR Act without the permission of the other Parties, which shall not be unreasonably withheld, conditioned or delayed and (y) Parent may, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), withdraw the Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act one or more of their respective businesses, product lines or assetstimes and shall refile on a date agreed upon between outside counsel for Parent and the Company.

Filings Under Antitrust Laws. (a) Each In furtherance of the Company foregoing, the Parties agree to make, and Parent shall, within five (5) business days after the date hereofto cause their Affiliates to make, (i) file or cause an appropriate filing under the HSR Act within seven (7) Business Days after execution of this Agreement and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be filed with the appropriate Antitrust Authorities the notification and report form required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act, Act and (ii) promptly file or submit each, if any, required foreign make any other filings under any applicable Antitrust Law pre-acquisition notification regarding the Transactions, which filings, in each case, shall not include a request for early termination of as promptly as practicable and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to any applicable waiting period unless Antitrust Law. The Buyer shall be responsible for the Company has consented thereto in writing, which consent may be withheld in the Company’s sole and absolute discretion. Each party hereto will use reasonable best efforts to cooperate with one another in making the filings and submissions referred to in clauses (i) and (ii) above, and each party hereto will furnish, or cause to be furnished, to the others any necessary information and reasonable assistance as the others may request in connection with their preparation payment of any filing or submission that is necessary or advisable under applicable Antitrust Laws. Such notification and report form and all such supplemental information and such foreign notifications and any related supplemental information filed or submitted by such party will be in substantial compliance with the requirements of applicable Antitrust Laws. All filing fees under the applicable Antitrust Laws will be paid by Parent. Each party hereto will use reasonable best efforts to resolve such objections, if any, as any Antitrust Authority or HSR Act and any other Person may assert under relevant Antitrust Laws with respect to Laws. The Buyer and the Transactions. Each party will keep the others reasonably informed, to the extent permitted by applicable Laws, of the status of any communications withSeller shall, and inquiries or requests for additional information fromshall cause their respective Affiliates to, any Antitrust Authority in connection with the matters contemplated by this Section 7.04, and will use reasonable best efforts to comply as promptly as reasonably practicable with any request under the HSR Act or any other Antitrust Laws to provide information, documents, or other materials requested by any Governmental Authority. In the event the Parties each receives a Request for Additional Information and Documentary Material (anda “Second Request”) or a civil investigative demand requesting materials and information similar to that usually demanded in a Second Request in connection with the transactions contemplated by this Agreement, if applicablethe Buyer and the Seller shall, and shall cause their respective Affiliates to, use reasonable best efforts to comply with such request as promptly as reasonably practicable; it being understood and agreed that, in the event of any Second Request, the Buyer’s reasonable best efforts shall include using reasonable best efforts to actively engage with representatives of the relevant Governmental Authority promptly following the Buyer’s receipt of the Second Request, and in any event within ten (10) Business Days of the Buyer’s receipt thereof. In the event the Governmental Authority disputes the adequacy of compliance by its appropriate Affiliates) promptly a Party with any such inquiry respect to a Second Request, subpoena, or request and to defend against any action of any Antitrust Authority or other Person that attempts to enjoin civil investigative demand, the Transactions. Each party hereto willapplicable Party shall, and will shall cause its Affiliates to, use reasonable best efforts to cause satisfy the expiration Governmental Authority so as to minimize any delay in the conduct or early termination resolution of the waiting period under the HSR Act and any other applicable Antitrust Laws; provided, however, that no party hereto will, and each party will cause its Affiliates not to, request or pursue early termination of any such waiting period unless such request has been consented to by the Company, as provided aboveinvestigation. (b) The parties hereto shall not take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any Antitrust Authority under applicable Antitrust Laws, the expiration of any required waiting period thereunder or the early termination of any such waiting period if a request therefor has been made in accordance with this Section 7.04. (c) Notwithstanding anything to the contrary contained herein, in no event shall Parent be required to (i) propose, negotiate, commit to or effect by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Affiliates or the Surviving Corporation or (ii) otherwise take or commit to take actions that after the Closing Date would limit the freedom of the Parent or its Affiliates (including the Surviving Corporation) with respect to one or more of their respective businesses, product lines or assets.