Filings with Governmental Authorities. (a) Honeywell and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant to the HSR Act required for the transactions contemplated hereby. Honeywell and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR Act. Honeywell and Purchaser shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Honeywell and Purchaser shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiries 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. (b) Purchaser shall as promptly as reasonably practicable use its best efforts to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets or businesses, or of the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, without limiting the generality of the foregoing regarding Governmental Authorities, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant to this Section 5.2(b). (c) The parties hereto shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority (excluding the actions and filings described in Section 5.2(a)) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Honeywell International Inc), Stock Purchase Agreement (M & F Worldwide Corp)
Filings with Governmental Authorities. (a) Honeywell ARCap and Purchaser shall as Purchasers shall, if required, promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed (i) with the FTC United States Federal Trade Commission (the "FTC") and the DOJ United States Department of Justice (the "DOJ") the notification and report form pursuant to the HSR Act Act, required for the transactions contemplated hereby. Honeywell ARCap and Purchaser Purchasers shall, as promptly as practicable, use its reasonable best efforts to comply with any request for additional information and documents pursuant to the HSR Act. Honeywell ARCap, on the one hand, and Purchaser shall inform Purchasers, on the other hand, shall notify the other as promptly as practicable of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance)to, or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Honeywell ARCap, on the one hand, and Purchaser Purchasers, on the other hand, shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall shall, as promptly as practicable, use its reasonable best efforts to comply promptly with any such inquiry or request. Neither party Each of ARCap and Purchasers shall agree give prior notice and consult prior to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiries unless it consults party has with the other FTC or the DOJ with respect to the filings of such party in advanceunder the HSR Act or any review by any of the foregoing agencies, and to the extent permitted by such Governmental Authority, gives shall give the other party the opportunity to attend and participate thereatin such meetings.
(b) Purchaser shall as promptly as reasonably practicable use its best efforts to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets or businesses, or of the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, without limiting the generality of the foregoing regarding Governmental Authorities, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant to this Section 5.2(b).
(c) The parties hereto shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority (excluding the actions and filings described in Section 5.2(a)) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement (as defined in Section 7.4 of this Agreement), in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Mortgage Acceptance Co), Securities Purchase Agreement (Chartermac)
Filings with Governmental Authorities. Subject to Section 6.8:
(a) Honeywell and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant to the HSR Act required for the transactions contemplated herebyhereby and cause to be filed with the relevant Governmental Authorities (“Other Competition Authorities”) the other filings contemplated by Section 4.3(b)(ii) and Section 5.3(b)(ii) (“Other Competition Filings”), and shall use commercially reasonable efforts to obtain early termination of the applicable waiting period or expedited review, as applicable, of such notifications and related materials. Honeywell The Sellers and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR ActAct and applicable Laws governing the Other Competition Filings (“Other Competition Law”). Honeywell The Sellers, on the one hand, and Purchaser Purchaser, on the other hand, shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC FTC, the DOJ or the DOJ Other Competition Authorities and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR ActAct or the Other Competition Laws. Honeywell The Sellers, on the one hand, and Purchaser Purchaser, on the other hand, shall keep each other timely apprised appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJDOJ or the Other Competition Authorities, and shall comply promptly with any such inquiry or request. Neither No party shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiries 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.
(b) Purchaser shall take as promptly as reasonably practicable use its best efforts any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, provincial, local or foreign antitrust or competition Governmental Authority authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to Agreement and the Ancillary Agreements; provided that Purchaser need not divest or effecting, by consent decree, hold separate ordersassets, terminate or modify existing business relationships, or otherwise, take any other such steps to the sale, divestiture extent that such actions would have a material adverse effect on the Business or disposition an equivalent (rather than proportionate) level of such of its assets or businesses, or of impact on the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this AgreementPurchaser. In addition, without limiting the generality of the foregoing regarding Governmental AuthoritiesAuthorities but subject to the immediately preceding proviso, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant to this Section 5.2(b).
(c) The parties hereto shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority (excluding the actions and filings described in Section 5.2(aclause (a) above)) , is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and Honeywell shall cooperate as reasonably requested by Purchaser in connection with any action by Purchaser pursuant to Section 6.2(b). Subject to the terms and conditions of this Agreement (including Section 6.8) and the Confidentiality Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers.
(d) Concurrent with the execution of this Agreement, Honeywell and Purchaser shall execute or cause their applicable Affiliates to execute the China Transfer Agreement and the unanimous board resolutions of HON Shanghai and the amendments to each of the Joint Venture Agreement and Articles of Association of HON Shanghai contemplated by the China Transfer Agreement. Honeywell and Purchaser acknowledge and agree that, subject to the terms and conditions of this Agreement, the China Transfer Agreement and applicable Laws, the consummation of the transactions contemplated by the China Transfer Agreement will occur simultaneously with the Closing. For the avoidance of doubt, in the event of any conflict or discrepancy between this Agreement and the China Transfer Agreement, this Agreement shall control. Honeywell and Purchaser shall, as promptly as practicable, but in no event later than ten (10) business days after the later of the date hereof and the date on which the China Consent has been executed and delivered by Shanghai Creation Electronics Co., Ltd. (“SCEC”), cause to be filed with the Chinese Governmental Authorities the China Transfer Agreement (and applications related thereto); it being understood and agreed by the parties hereto that, to the extent SCEC requires any revisions to the China Transfer Agreement, the parties thereto shall re-execute the China Transfer Agreement with such revisions as are necessary and reasonably acceptable to Honeywell and Purchaser. The Sellers and Purchaser shall, as promptly as practicable, comply with any reasonable request for additional information and documents requested by the Chinese Governmental Authorities. The Sellers, on the one hand, and Purchaser, on the other hand, shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the Chinese Governmental Authorities and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable to be delivered to the Chinese Governmental Authorities. The Sellers, on the one hand, and Purchaser, on the other hand, shall keep each other timely appraised of the status of any communications with, and any inquiries or requests for additional information from, the Chinese Governmental Authorities, and shall comply promptly with any such inquiry or request. No party shall agree to participate in any meeting with the Chinese Governmental Authorities in respect of any such filings, investigation or other inquiries unless it consults with the other party in advance, and to the extent permitted by the Chinese Governmental Authorities, gives the other party the opportunity to attend and participate thereat.
(e) The parties shall work together and use commercially reasonable efforts to take all necessary actions to submit the equity transfer documents (including the China Transfer Agreement) in their approved form to the competent Chinese Registration Authority as soon as practicable, but in no event more than thirty (30) days following the approval of the equity transfer of HON Shanghai by the competent Chinese Approval Authority, in order to have it issue a new business license to HON Shanghai reflecting the equity transfer (the date on which such new business license is granted, the “HON Shanghai Registration Date”). In the event that, after the parties have complied with the foregoing (including by amending the equity transfer documents as may be requested by the Chinese Registration Authority, which amendments must also be reasonably acceptable to Purchaser), (i) the Chinese Registration Authority finally determines that it will not issue a new business license to HON Shanghai that reflects the equity transfer contemplated by this Agreement, (ii) HON Shanghai fails to obtain such new business license due to the proposed amendments to the equity transfer documents requested by the Chinese Registration Authority not being reasonably acceptable to Purchaser or (iii)(A) the Chinese Approval Authority has approved the transfer of the HON Shanghai Equity Interests from HON China to Purchaser or (B) the Chinese Registration Authority has registered Purchaser as a shareholder of HON Shanghai, but in the case of either subclause (A) or (B), this Agreement is terminated in accordance with its terms prior to the Closing Date (the occurrence of any event in clause (i), (ii) or (iii) above is hereinafter referred to as a “HON Shanghai Determination Event”), Honeywell shall re-acquire, or shall cause its designated Affiliate to re-acquire, from Purchaser all of the transferred Equity Interest in HON Shanghai for an amount equal to the HON Shanghai Purchase Price (where the HON Shanghai Purchase Price has been previously paid in accordance with Section 3.1 of the Purchase Agreement) or in the event of a HON Shanghai Determination Event pursuant to clause (i) or (ii) agree to reduce the Purchase Price under the Purchase Agreement by such amount (in the event the applicable HON Shanghai Determination Event occurs prior to the Closing). Further, Purchaser acknowledges and agrees that from and after the HON Shanghai Registration Date (in the event the HON Shanghai Registration Date occurs prior to the Closing Date) through the Closing, Sellers shall, for all purposes under this Agreement and otherwise, continue to operate HON Shanghai for their own risk (and shall hold Purchaser harmless from such risk due to Purchaser being a registered shareholder during such period) and account, and Sellers acknowledge and agree that Purchaser shall not be obligated to pay the HON Shanghai Purchase Price until the Closing. From and after the Closing Date until either the HON Shanghai Registration Date (in the event the HON Shanghai Registration Date occurs after the Closing Date) or, in the event of the occurrence of a HON Shanghai Determination Event, the date on which the applicable parties consummate the re-acquisition of the HON Shanghai Equity Interest in accordance with the terms of this Section 6.2(e) (such date, the “HON Shanghai Re-Acquisition Date”), Purchaser shall cause HON Shanghai to conduct its business only in the ordinary course consistent with past practice and use its commercially reasonable efforts to preserve intact the assets of HON Shanghai (in each case, tangible and intangible), ordinary wear and tear excepted, and relationships with employees and third parties having material business dealings with HON Shanghai (it being understood that in connection with any dispute regarding whether Purchaser complied with its obligations under this sentence of this Section 6.2(e), any decline in revenues or profits of the business of HON Shanghai shall not in and of itself be a breach of Purchaser’s obligation hereunder). Without limiting the generality of the foregoing, except to the extent required to comply with applicable Law, from and after the Closing Date until either the HON Shanghai Registration Date (in the event the HON Shanghai Registration Date occurs after the Closing Date) or, in the event of the occurrence of a HON Shanghai Determination Event, the HON Shanghai Re-Acquisition Date, Purchaser shall cause HON Shanghai to not terminate any HON Shanghai Employee or Transferred China Employee without cause or take any of the actions with respect to the business of HON Shanghai that are set forth in Section 6.1(b), 6.1(f), 6.1(g), 6.1(h), or 6.1(l), without Honeywell’s prior consent, which will not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event Honeywell or its designated Affiliate re-acquire the HON Shanghai Equity Interests pursuant to this Section 6.2(e), nothing in Section 6.14 of this Agreement shall be deemed to limit in any way the activities of (1) Honeywell or its designated Affiliate with respect to the ownership of HON Shanghai, or (2) the operation of the business of HON Shanghai (including the manufacture, calibration, testing or sale of any products manufactured or sold by or on behalf of HON Shanghai as of the Closing Date) in the same manner as conducted prior to the Closing Date and in compliance with the terms of the Joint Venture Agreement as in effect on the date of this Agreement.
(i) To the extent HON China does not open the SAFE Special Bank Account as of or prior to Closing: (A) HON China shall use commercially reasonable efforts to open as promptly as practicable after Closing the SAFE Special Bank Account to receive the HON Shanghai Purchase Price, (B) at Closing, Purchaser shall wire the HON Shanghai Purchase Price to Honeywell, (C) within ten (10) business days after the SAFE Special Bank Account has been opened, Honeywell shall transfer an amount equal to the HON Shanghai Purchase Price to Purchaser by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by Purchaser to Honeywell in writing prior to such date, and Honeywell shall, on or prior to such date, provide wire transfer instructions in writing to Purchaser in respect of the SAFE Special Bank Account, and (D) within one (1) business day after the date on which Purchaser receives the above-described amount equal to the HON Shanghai Purchase Price from Honeywell, Purchaser shall wire an amount equal to the HON Shanghai Purchase Price to the SAFE Special Bank Account pursuant to the wire transfer instructions therefor provided by Honeywell to Purchaser in writing prior to such payment, and (ii) to the extent HON China opens the SAFE Special Bank Account as of or prior to Closing, Purchaser shall wire the HON Shanghai Purchase Price to the SAFE Special Bank Account at the Closing pursuant to the wire transfer instructions provided by Honeywell to Purchaser in writing prior to such date.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Sensata Technologies B.V.), Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.)
Filings with Governmental Authorities. (a) Honeywell The Parties shall cooperate in good faith with Governmental Authorities and Purchaser shall use reasonable best efforts to complete lawfully the Transactions as promptly soon as practicable, practicable (but in no any event later than ten (10) business days after the date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant prior to the HSR Act required for Agreement End Date) and use reasonable best efforts to avoid, prevent, eliminate or remove the transactions contemplated hereby. Honeywell and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR Act. Honeywell and Purchaser shall inform the other promptly actual or threatened commencement of any communication made proceeding or Action in any forum by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Honeywell and Purchaser shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with any Governmental Authority in respect or the issuance of any such filingsGovernmental Order that would delay, investigation enjoin, prevent, restrain or other inquiries unless it consults with otherwise prohibit the consummation of the Domestication Merger, the Exchange, the Business Combination Merger or any of the other party in advance, and to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereatTransactions.
(b) Purchaser With respect to any filings with, or requests, inquiries, Actions or other proceedings by or from, any Governmental Authority, each of the Parties shall as promptly as reasonably practicable (i) diligently and expeditiously defend and use its reasonable best efforts to avoid obtain any necessary clearance, approval, consent, or eliminate each Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority applicable to the Transactions and every impediment under to resolve any antitrust or competition Law that objections as may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority so as with respect to enable the parties to expeditiously close Transactions and (ii) cooperate fully with each other in the transactions contemplated defense of such matters. To the extent not prohibited by this Agreement, including committing to or effecting, by consent decree, hold separate orders, or otherwiseLaw, the saleCompany shall promptly furnish to SPAC, divestiture and SPAC shall promptly furnish to the Company, copies of any notices or disposition written communications received by such Party or any of its Affiliates from any third party or any Governmental Authority with respect to the Transactions, and each Party shall permit counsel to the other Parties an opportunity to review in advance, and each Party shall consider in good faith the views of such of counsel in connection with, any proposed written communications by such Party and/or its assets or businesses, or Affiliates to any Governmental Authority concerning the Transactions; provided that none of the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid Parties shall enter into any agreement with any Governmental Authority without the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation written consent of the transactions contemplated other Parties. To the extent not prohibited by this Agreement. In additionLaw, without limiting the generality of the foregoing regarding Governmental Authorities, Purchaser Company agrees to take promptly any provide SPAC and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shallcounsel, and shall cause SPAC agrees to provide the Company and its Subsidiaries tocounsel, reasonably cooperate with Purchaser the opportunity, on reasonable advance notice, to participate in connection with Purchaser's obligations pursuant to this Section 5.2(b).
(c) The parties hereto shall cooperate with any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates, agents or advisors, on the one another in determining whether any action by or in respect ofhand, or filing with, and any Governmental Authority (excluding Authority, on the actions and filings described in Section 5.2(a)) is required other hand, concerning or reasonably appropriate, or any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waiversTransactions.
Appears in 2 contracts
Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)
Filings with Governmental Authorities. (a) Honeywell Each of LKQ, Parent and Purchaser shall as promptly as practicableAcquisition Sub (and their respective Affiliates, but in no event later than ten (10) business days after if applicable), on the date hereofone hand, cause to be filed with the FTC and the DOJ Company, on the notification and report form pursuant to the HSR Act required for the transactions contemplated hereby. Honeywell and Purchaser shallother hand, as shall promptly as practicable, comply with any request for additional information and documents pursuant to the HSR Act. Honeywell and Purchaser shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Honeywell and Purchaser shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with from any Governmental Authority in respect of regarding any such filings, investigation or other inquiries 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.
(b) Purchaser shall as promptly as reasonably practicable use its best efforts to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets or businesses, or of the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this AgreementAgreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. In addition, connection with and without limiting the generality foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the foregoing other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authorities, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint Authority relating to antitrust matters that would have the effect of making Offer or the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shallMerger, and shall cause (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the Company and its Subsidiaries views of the other with respect to, reasonably cooperate all material deliberations with Purchaser respect to all efforts to satisfy the conditions set forth in connection with Purchaser's obligations pursuant clause (B)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to this Section 5.2(b)participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company.
(cb) The parties hereto Each of LKQ, Parent, Acquisition Sub and the Company shall cooperate with one another in determining good faith to (i) promptly determine whether any action by filings are required to be or in respect ofshould be made, and whether any other consents, approvals, permits or filing withauthorizations are required to be or should be obtained, from any Governmental Authority (excluding the actions and filings described in Section 5.2(a)) is required or reasonably appropriate, or under any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, other applicable Law in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms hereby, and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making (ii) promptly make any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain timely any such actionsconsents, consentspermits, authorizations, approvals or waiverswaivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (LKQ Corp), Merger Agreement (Coast Distribution System Inc)
Filings with Governmental Authorities. (a) Honeywell Each of the Purchaser and Purchaser the Company shall (i) make or cause to be made all filings required of them or any of their respective Subsidiaries or controlled Affiliates (in the case of the Purchaser, other than the Company and its controlled Affiliates) under applicable Laws, including United States securities Laws and Antitrust Laws and telecommunications or related Laws, with respect to the Transaction and the other transactions contemplated hereby as promptly as practicable, but in no event later than ten (10ii) business days after comply at the earliest practicable date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant to the HSR Act required for the transactions contemplated hereby. Honeywell and Purchaser shall, as promptly as practicable, comply with any request under applicable Laws, including Antitrust Laws and telecommunications or related Laws, for additional information and documents pursuant to the HSR Act. Honeywell and Purchaser shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance)information, documents, or other materials received from, by each of them or any of their respective Subsidiaries or controlled Affiliates (in the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Honeywell and Purchaser shall keep each other timely apprised case of the status of any communications withPurchaser, other than the Company and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with its controlled Affiliates) from any Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filingsfiling (including, investigation or other inquiries unless it consults with the other party in advance, and to the extent permitted by such Governmental Authorityapplicable Law, gives providing copies of draft filings to the other party the opportunity non-filing parties prior to attend filing and participate thereat.
(bconsidering all reasonable additions, deletions or changes suggested in connection therewith) Purchaser shall as promptly as reasonably practicable use its best efforts to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets or businesses, or of the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, without limiting the generality of the foregoing regarding Governmental Authorities, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant to this Section 5.2(b).
(c) The parties hereto shall cooperate with one another in determining whether resolving any action by investigation or in respect of, or filing with, other inquiry of any Governmental Authority (excluding the actions and filings described in Section 5.2(a)) is required or reasonably appropriate, under any Laws with respect to any such filing or any action, consent, approval such transaction. Each Party shall use commercially reasonable efforts to furnish to the other Party all information required for any application or waiver from any party other filing to be made pursuant to any material Contract is required or reasonably appropriate, applicable Law in connection with the consummation of the transactions contemplated by this Agreement. Subject to applicable Law, the terms Parties hereto will consult and conditions cooperate with one another and keep each other informed in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto under such applicable Laws.
(b) Each of the Purchaser and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and the Confidentiality Transaction Documents under any of such applicable Laws. Each of the Purchaser and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of review or waiting periods under such Laws or the notice periods under such Laws, including Antitrust Laws, with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Purchaser or any of its Affiliates nor the Company shall be required
(i) to hold separate (including by trust or otherwise) or divest any of their respective businesses product lines or assets, (ii) to agree to any limitation on the operation or conduct of their respective businesses, or (iii) to waive any of the conditions set forth in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waiversArticle Eight of this Agreement.
Appears in 1 contract
Filings with Governmental Authorities. Without prejudice to Paragraph 7.1 (Conditions Precedent to the Obligation of the Parties) or Paragraph 7.2 (Conditions Precedent to the Obligation of Buyer) below:
(i) (a) Honeywell by and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after Business Days from the date hereof, cause to be filed with the FTC Buyer and the DOJ Violet Parties shall, and the Violet Parties shall cause the Company to, file their notification and report form pursuant forms under the HSR Act, and (b) as promptly as practical, Buyer and the Violet Parties shall, and the Violet Parties shall cause the Company to, make all such other filings, applications and requests as shall be required to obtain the Antitrust Clearance (together with notification under the HSR Act, the “Antitrust Filings”) and, in such Antitrust Filings, if applicable, request “early termination” of any applicable waiting period. All filing fees and costs related to any request of any Antitrust Authority in connection with the Antitrust Filings shall be borne by Buyer. If permitted by applicable Law and reasonably practical, before making the Antitrust Filings, Buyer shall provide the Company, and the Violet Parties shall cause the Company to provide Buyer, with drafts thereof and take into account any reasonable comments of the other; provided, that such materials may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine; provided, further, that no Party shall have any obligation to provide to any other Party the filing under the HSR Act, Item 4(c) and Item 4(d) documents in connection with the HSR Act required for filing or any other materials to the transactions contemplated herebyextent they concern valuation of the Company, and that the Parties may, as each deems advisable, reasonably designate any material or information provided to or received by any Party under this Paragraph 6.2 as “outside counsel only material”. Honeywell Such material or information shall be given only to the outside counsel of the recipient Party and Purchaser will not be disclosed by such outside counsel to employees, officers or directors of the recipient Party without the advance written notice of the Party providing such materials;
(ii) in connection with the Antitrust Filings, Buyer and the Violet Parties shall, and shall cause their respective Affiliates (including the Company) to, supply as promptly as practicable, comply with practicable to the Antitrust Authorities any request for additional information and documents that may be requested by such authorities pursuant to the HSR Act. Honeywell applicable Competition Laws;
(iii) Buyer shall, and Purchaser shall inform cause its Subsidiaries to, promptly take all actions that are necessary or advisable or as may be required by any Antitrust Authority to obtain the other Antitrust Clearance (including by enabling all waiting periods applicable to any Antitrust Filing to expire) or to resolve any objections thereof as soon as possible, including by agreeing to or offering any remedial actions, including (a) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any capital stock, businesses, entities or assets of Green or the Group after the Closing, or any capital stock, businesses, entities or assets of Buyer or its Affiliates, (b) changing or modifying any course of conduct regarding future operations or (c) terminating, amending or assigning existing relationships and contractual rights and obligations;
(iv) subject to compliance with applicable Law, (a) Buyer shall promptly notify the Company, and the Violet Parties shall (and the Violet Parties shall cause the Company to) promptly notify Buyer and the Black Parties, of any material communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request from Antitrust Authorities in connection with its preparation the transactions contemplated hereby and furnish the other Parties, as applicable, with copies of all such correspondence and written communications (subject to the application of any filingapplicable redactions or “outside counsel only material” designation detailed in Paragraph 6.2(i)) and (b) to the extent not prohibited by the Antitrust Authorities, submission Buyer shall permit the Company (or other act that is necessary or advisable under the HSR Act. Honeywell and Purchaser shall keep each other timely apprised of the status of any communications withits advisors), and any inquiries the Violet Parties shall (and the Violet Parties shall cause the Company to) permit Buyer (or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Neither party shall agree its advisors) to participate in any meeting or engage in any substantive conversation with Antitrust Authorities in connection with the transactions contemplated hereby; provided, that Buyer shall have the responsibility for devising and implementing the strategy for obtaining any necessary Antitrust Clearances and shall lead and direct all submissions to, meetings and communications with any Governmental Authority in respect of any such filings, investigation or other inquiries unless it consults with the other party in advanceconnection with antitrust matters;
(v) Buyer shall not, and shall cause its Subsidiaries not to, acquire or agree to acquire, including through mergers, consolidations, acquisitions or other similar transactions, any equity interests, assets, businesses or lines of business, if such acquisition would reasonably be expected to: (a) impose any material delay in the extent permitted by such Governmental Authorityobtaining of, gives or increase in any material respect the other party risk of not obtaining, the opportunity to attend and participate thereat.
Antitrust Clearance, (b) Purchaser increase in any material respect the risk of any Governmental Authority seeking or entering an order prohibiting the consummation of the transactions contemplated hereby, (c) increase in any material respect the risk of not being able to remove any such order on appeal or otherwise or (d) materially delay or prevent the consummation of the transactions contemplated hereby; and
(vi) without limiting the specific obligations of the Parties pursuant to the preceding clauses of this Paragraph 6.2 (Filings with Governmental Authorities), each Party shall, and shall as promptly as reasonably practicable cause its respective Affiliates to, use its their reasonable best efforts to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, local or foreign antitrust or competition obtain the consents of all Governmental Authority so as Authorities necessary to enable the parties to expeditiously close consummate the transactions contemplated by this Agreement, including committing it being understood that, with respect to or effectingthe Black Parties, by consent decree, hold separate orders, or otherwise, this Paragraph 6.2(vi) shall apply only to the sale, divestiture or disposition of such of its assets or businesses, or Affiliates of the business to be acquired by it pursuant to this Agreement, as is required to be divested Black Parties involved in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, without limiting the generality of the foregoing regarding Governmental Authorities, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant to this Section 5.2(b)Private Equity Business.
(c) The parties hereto shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority (excluding the actions and filings described in Section 5.2(a)) is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers.
Appears in 1 contract
Samples: Stock Purchase Agreement (Michael Kors Holdings LTD)
Filings with Governmental Authorities. (a) Honeywell and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed In connection with the FTC and the DOJ the notification and report form pursuant Transactions, to the HSR Act extent required for under any Laws that are designed or intended to prohibit, restrict or regulate actions having the transactions contemplated herebypurpose or effect of monopolization or restraint of trade or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (“Antitrust Laws”), each Party agrees to promptly substantially comply with and take reasonably necessary and appropriate actions with respect to Antitrust Laws. Honeywell and Purchaser shall, as promptly as practicable, Each of the Parties shall substantially comply with any request for additional information and documents pursuant to the HSR Act. Honeywell and Purchaser shall inform the other promptly of any communication made by Antitrust Information or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC or the DOJ and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR Act. Honeywell and Purchaser shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiries 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 thereatDocument Requests.
(b) Purchaser Each of the Parties shall as promptly as reasonably practicable use exercise its reasonable best efforts to avoid prevent the entry, in any Action brought by an Antitrust Authority or eliminate each any other Person, of any Governmental Order which would prohibit, make unlawful or materially delay the consummation of the Transactions. Notwithstanding anything in this Agreement to the contrary, in no event shall the Parties or their Affiliates be required to (and every impediment under no Party shall, or shall permit its Affiliates to, without the other Parties’ prior written consent) take any antitrust or competition Law that may be asserted by any U.S. federalaction requiring (A) proposing, statenegotiating, local or foreign antitrust or competition Governmental Authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to or effecting, by consent decree, hold separate orders, order or otherwise, the sale, divestiture or disposition of such of its any businesses, product lines, assets or businesses, capital stock or other interests of any Party or its Affiliates; (B) agreeing to license on a non-exclusive basis any portion of the business of any Party or its Affiliates; or (C) contesting and resisting (including through litigation) any Action that is instituted (or threatened to be acquired by it pursuant to this Agreement, instituted) challenging any of the Transactions as is required to be divested in order to avoid the entry ofviolation of any Antitrust Law, or committing to effect the dissolution ofhave vacated, lifted, reversed or overturned any decreeGovernmental Order, orderwhether temporary, judgment, injunction, temporary restraining order preliminary or other order in any suit or proceedingpermanent, that would otherwise have the is in effect of delaying and that prohibits, prevents, limits or preventing the restricts consummation of the transactions contemplated by this AgreementTransactions or (D) proposing, negotiating, committing to or effecting any other remedy, commitment or condition of any kind. In additionFurthermore, without limiting the generality of the foregoing regarding Governmental Authorities, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by nothing contained in this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant obligate any Party to this Section 5.2(b)commit to seek prior approval from any Governmental Authority of any future transaction.
(c) The parties hereto Parties shall cooperate in good faith with one another Governmental Authorities and use reasonable best efforts to complete lawfully the Transactions as soon as practicable (but in determining whether any action event prior to the Agreement End Date) and use reasonable best efforts to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding or Action in any forum by or in on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Contributions and Exchanges, the Merger or any of the other Transactions.
(d) With respect ofto any filings with, or filing requests, inquiries, Actions or other proceedings by or from, any Governmental Authority, each of the Parties shall use reasonable best efforts to obtain any necessary clearance, approval, consent or Governmental Authorization (including, without limitation, the Collection Filings) under Laws prescribed or enforceable by any Governmental Authority applicable to the Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions. To the extent not prohibited by Law, the Target Companies shall promptly furnish to SPAC, and SPAC shall promptly furnish to the Target Companies, copies of any substantive notices or written communications received by such Party or any of its Affiliates from any third party or any Governmental Authority with respect to the Transactions, and each Party shall permit counsel to the other Parties an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such Party and/or its Affiliates to any Governmental Authority (excluding concerning the actions Transactions; provided, that none of the Parties shall extend any waiting period or comparable period under any Antitrust Law or enter into any timing agreement with any Governmental Authority without the written consent of the other Parties, not to be unreasonably withheld. To the extent not prohibited by Law, the Target Companies agree to provide SPAC and filings described its counsel, and SPAC agrees to provide the Target Companies and their outside counsel, the opportunity, on reasonable advance notice, to participate in Section 5.2(a)) is required any substantive meetings or reasonably appropriatediscussions, either in person or by telephone, between such Party and/or any actionof its Affiliates, consentagents or advisors, approval on the one hand, and any Governmental Authority, on the other hand, concerning or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waiversTransactions.
Appears in 1 contract
Samples: Business Combination Agreement (Everest Consolidator Acquisition Corp)
Filings with Governmental Authorities. (a) Honeywell and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant to the HSR Act required for the transactions contemplated herebyhereby and cause to be filed with the relevant Governmental Authorities (“Other Competition Authorities”) the other filings contemplated by Section 3.3(b)(ii) and Section 4.3(b)(ii) (“Other Competition Filings”). Honeywell Honeywell, the Sellers and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR ActAct and applicable Laws governing the Other Competition Filings (“Other Competition Law”). Honeywell and Purchaser the Sellers, on the one hand, and Purchaser, on the other hand, shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC FTC, the DOJ or the DOJ Other Competition Authorities and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR ActAct or the Other Competition Laws. Honeywell and Purchaser Sellers, on the one hand, and Purchaser, on the other hand, shall keep each other timely apprised appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJDOJ or the Other Competition Authorities, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiries 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.
(b) Purchaser shall take as promptly as reasonably practicable use its best efforts any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law law that may be asserted by any U.S. federal, state, provincial, local or foreign antitrust or competition Governmental Authority authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to ; provided that Purchaser need not divest or effecting, by consent decree, hold separate ordersassets, terminate or modify existing business relationships, or otherwise, take any other such steps to the sale, divestiture extent that such actions would have a material adverse effect on the FTCP Business or disposition an equivalent (rather than proportionate) level of such of its assets or businesses, or of impact on the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this AgreementPurchaser. In addition, without limiting the generality of the foregoing regarding Governmental AuthoritiesAuthorities but subject to the immediately preceding proviso, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant to this Section 5.2(b).
(c) The parties hereto shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority (excluding the actions and filings described in Section 5.2(aclause (a) above)) , is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this AgreementAgreement and Honeywell shall cooperate as reasonably requested by Purchaser in connection with any action by the Purchaser pursuant to Section 5.2(b). Subject to the terms and conditions of this Agreement and the Confidentiality Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers.
(d) As soon as practicable after the Closing Date but in no event later than 10 days from the Closing Date, (i) Purchaser shall cause to be filed with each of the Governmental Authorities of the Dominican Republic listed in Schedule 4.3, a notice of consummation of the transactions contemplated hereby, in accordance with applicable Law and (ii) Honeywell shall or shall cause its Subsidiaries to file a notice of consummation of the transactions contemplated hereby with the Consejo Nacional de Zonas Francas de Exportación (CNZF) of the Dominican Republic.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sensata Technologies Holland, B.V.)
Filings with Governmental Authorities. Subject to Section 6.8:
(a) Honeywell and Purchaser shall as promptly as practicable, but in no event later than ten (10) business days after the date hereof, cause to be filed with the FTC and the DOJ the notification and report form pursuant to the HSR Act required for the transactions contemplated herebyhereby and cause to be filed with the relevant Governmental Authorities (“Other Competition Authorities”) the other filings contemplated by Section 4.3(b)(ii) and Section 5.3(b)(ii) (“Other Competition Filings”), and shall use commercially reasonable efforts to obtain early termination of the applicable waiting period or expedited review, as applicable, of such notifications and related materials. Honeywell The Sellers and Purchaser shall, as promptly as practicable, comply with any request for additional information and documents pursuant to the HSR ActAct and applicable Laws governing the Other Competition Filings (“Other Competition Law”). Honeywell The Sellers, on the one hand, and Purchaser Purchaser, on the other hand, shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the FTC FTC, the DOJ or the DOJ Other Competition Authorities and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable under the HSR ActAct or the Other Competition Laws. Honeywell The Sellers, on the one hand, and Purchaser Purchaser, on the other hand, shall keep each other timely apprised appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJDOJ or the Other Competition Authorities, and shall comply promptly with any such inquiry or request. Neither No party shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiries 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.
(b) Purchaser shall take as promptly as reasonably practicable use its best efforts any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any U.S. federal, state, provincial, local or foreign antitrust or competition Governmental Authority authority so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including committing to Agreement and the Ancillary Agreements; provided that Purchaser need not divest or effecting, by consent decree, hold separate ordersassets, terminate or modify existing business relationships, or otherwise, take any other such steps to the sale, divestiture extent that such actions would have a material adverse effect on the Business or disposition an equivalent (rather than proportionate) level of such of its assets or businesses, or of impact on the business to be acquired by it pursuant to this Agreement, as is required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of delaying or preventing the consummation of the transactions contemplated by this AgreementPurchaser. In addition, without limiting the generality of the foregoing regarding Governmental AuthoritiesAuthorities but subject to the immediately preceding proviso, Purchaser agrees to take promptly any and all steps necessary to attempt to vacate or lift any order or other restraint relating to antitrust matters that would have the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting its consummation. Honeywell shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with Purchaser in connection with Purchaser's obligations pursuant to this Section 5.2(b).
(c) The parties hereto shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority (excluding the actions and filings described in Section 5.2(aclause (a) above)) , is required or reasonably appropriate, or any action, consent, approval or waiver from any party to any material Contract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements and Honeywell shall cooperate as reasonably 52 requested by Purchaser in connection with any action by Purchaser pursuant to Section 6.2(b). Subject to the terms and conditions of this Agreement (including Section 6.8) and the Confidentiality Agreement, in taking such actions or making any such filings, the parties hereto shall furnish information required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers.
(d) Concurrent with the execution of this Agreement, Honeywell and Purchaser shall execute or cause their applicable Affiliates to execute the China Transfer Agreement and the unanimous board resolutions of HON Shanghai and the amendments to each of the Joint Venture Agreement and Articles of Association of HON Shanghai contemplated by the China Transfer Agreement. Honeywell and Purchaser acknowledge and agree that, subject to the terms and conditions of this Agreement, the China Transfer Agreement and applicable Laws, the consummation of the transactions contemplated by the China Transfer Agreement will occur simultaneously with the Closing. For the avoidance of doubt, in the event of any conflict or discrepancy between this Agreement and the China Transfer Agreement, this Agreement shall control. Honeywell and Purchaser shall, as promptly as practicable, but in no event later than ten (10) business days after the later of the date hereof and the date on which the China Consent has been executed and delivered by Shanghai Creation Electronics Co., Ltd. (“SCEC”), cause to be filed with the Chinese Governmental Authorities the China Transfer Agreement (and applications related thereto); it being understood and agreed by the parties hereto that, to the extent SCEC requires any revisions to the China Transfer Agreement, the parties thereto shall re-execute the China Transfer Agreement with such revisions as are necessary and reasonably acceptable to Honeywell and Purchaser. The Sellers and Purchaser shall, as promptly as practicable, comply with any reasonable request for additional information and documents requested by the Chinese Governmental Authorities. The Sellers, on the one hand, and Purchaser, on the other hand, shall inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, the Chinese Governmental Authorities and shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing, submission or other act that is necessary or advisable to be delivered to the Chinese Governmental Authorities. The Sellers, on the one hand, and Purchaser, on the other hand, shall keep each other timely appraised of the status of any communications with, and any inquiries or requests for additional information from, the Chinese Governmental Authorities, and shall comply promptly with any such inquiry or request. No party shall agree to participate in any meeting with the Chinese Governmental Authorities in respect of any such filings, investigation or other inquiries unless it consults with the other party in advance, and to the extent permitted by the Chinese Governmental Authorities, gives the other party the opportunity to attend and participate thereat.
(e) The parties shall work together and use commercially reasonable efforts to take all necessary actions to submit the equity transfer documents (including the China Transfer Agreement) in their approved form to the competent Chinese Registration Authority as soon as practicable, but in no event more than thirty (30) days following the approval of the equity transfer of HON Shanghai by the competent Chinese Approval Authority, in order to have it issue a new business license to HON Shanghai reflecting the equity transfer (the date on which such new business license is granted, the “HON Shanghai Registration Date”). In the event that, after the parties have complied with the foregoing (including by amending the equity transfer documents as may be requested by the Chinese Registration Authority, which amendments must also be reasonably acceptable to Purchaser), (i) the Chinese Registration Authority finally determines that it will not issue a new business license to HON Shanghai that reflects the equity transfer contemplated by this Agreement, (ii) HON Shanghai fails to obtain such new business license due to the proposed amendments to the equity transfer documents requested by the Chinese Registration Authority not being reasonably acceptable to Purchaser or (iii)(A) the Chinese Approval Authority has approved the transfer of the HON Shanghai Equity Interests from HON China to Purchaser or (B) the Chinese Registration Authority has registered Purchaser as a shareholder of HON Shanghai, but in the case of either subclause (A) or (B), this Agreement is terminated in accordance with its terms prior to the Closing Date (the occurrence of any event in clause (i), (ii) or (iii) above is hereinafter referred to as a “HON Shanghai Determination Event”), Honeywell shall re-acquire, or shall cause its designated Affiliate to re-acquire, from Purchaser all of the transferred Equity Interest in HON Shanghai for an amount equal to the HON Shanghai Purchase Price (where the HON Shanghai Purchase Price has been previously paid in accordance with Section 3.1 of the Purchase Agreement) or in the event of a HON Shanghai Determination Event pursuant to clause (i) or (ii) agree to reduce the Purchase Price under the Purchase Agreement by such amount (in the event the applicable HON Shanghai Determination Event occurs prior to the Closing). Further, Purchaser acknowledges and agrees that from and after the HON Shanghai Registration Date (in the event the HON Shanghai Registration Date occurs prior to the Closing Date) through the Closing, Sellers shall, for all purposes under this Agreement and otherwise, continue to operate HON Shanghai for their own risk (and shall hold Purchaser harmless from such risk due to Purchaser being a registered shareholder during such period) and account, and Sellers acknowledge and agree that Purchaser shall not be obligated to pay the HON Shanghai Purchase Price until the Closing. From and after the Closing Date until either the HON Shanghai Registration Date (in the event the HON Shanghai Registration Date occurs after the Closing Date) or, in the event of the occurrence of a HON Shanghai Determination Event, the date on which the applicable parties consummate the re-acquisition of the HON Shanghai Equity Interest in accordance with the terms of this Section 6.2(e) (such date, the “HON Shanghai Re-Acquisition Date”), Purchaser shall cause HON Shanghai to conduct its business only in the ordinary course consistent with past practice and use its commercially reasonable efforts to preserve intact the assets of HON Shanghai (in each case, tangible and intangible), ordinary wear and tear excepted, and relationships with employees and third parties having material business dealings with HON Shanghai (it being understood that in connection with any dispute regarding whether Purchaser complied with its obligations under this sentence of this Section 6.2(e), any decline in revenues or profits of the business of HON Shanghai shall not in and of itself be a breach of Purchaser’s obligation hereunder). Without limiting the generality of the foregoing, except to the extent required to comply with applicable Law, from and after the Closing Date until either the HON Shanghai Registration Date (in the event the HON Shanghai Registration Date occurs after the Closing Date) or, in the event of the occurrence of a HON Shanghai Determination Event, the HON Shanghai Re-Acquisition Date, Purchaser shall cause HON Shanghai to not terminate any HON Shanghai Employee or Transferred China Employee without cause or take any of the actions with respect to the business of HON Shanghai that are set forth in Section 6.1(b), 6.1(f), 6.1(g), 6.1(h), or 6.1(l), without Honeywell’s prior consent, which will not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event Honeywell or its designated Affiliate re-acquire the HON Shanghai Equity Interests pursuant to this Section 6.2(e), nothing in Section 6.14 of this Agreement shall be deemed to limit in any way the activities of (1) Honeywell or its designated Affiliate with respect to the ownership of HON Shanghai, or (2) the operation of the business of HON Shanghai (including the manufacture, calibration, testing or sale of any products manufactured or sold by or on behalf of HON Shanghai as of the Closing Date) in the same manner as conducted prior to the Closing Date and in compliance with the terms of the Joint Venture Agreement as in effect on the date of this Agreement.
(i) To the extent HON China does not open the SAFE Special Bank Account as of or prior to Closing: (A) HON China shall use commercially reasonable efforts to open as promptly as practicable after Closing the SAFE Special Bank Account to receive the HON Shanghai Purchase Price, (B) at Closing, Purchaser shall wire the HON Shanghai Purchase Price to Honeywell, (C) within ten (10) business days after the SAFE Special Bank Account has been opened, Honeywell shall transfer an amount equal to the HON Shanghai Purchase Price to Purchaser by wire transfer of immediately available funds pursuant to the wire transfer instructions provided by Purchaser to Honeywell in writing prior to such date, and Honeywell shall, on or prior to such date, provide wire transfer instructions in writing to Purchaser in respect of the SAFE Special Bank Account, and (D) within one (1) business day after the date on which Purchaser receives the above-described amount equal to the HON Shanghai Purchase Price from Honeywell, Purchaser shall wire an amount equal to the HON Shanghai Purchase Price to the SAFE Special Bank Account pursuant to the wire transfer instructions therefor provided by Honeywell to Purchaser in writing prior to such payment, and (ii) to the extent HON China opens the SAFE Special Bank Account as of or prior to Closing, Purchaser shall wire the HON Shanghai Purchase Price to the SAFE Special Bank Account at the Closing pursuant to the wire transfer instructions provided by Honeywell to Purchaser in writing prior to such date.
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Samples: Asset and Stock Purchase Agreement
