Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 2 contracts

Samples: Merger Agreement (George Acquisition Inc), Merger Agreement (Goulds Pumps Inc)

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Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable advisable, including under applicable laws and regulations regulations, to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 914D-9, the Proxy Statement, Statement or any required filings under the HSR Act or other foreign filings and any amendments to any thereof and thereof, (ii) using its reasonable best efforts to promptly make and cooperate in making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and third parties to contracts with the Company and its subsidiaries as are necessary or advisable for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer Offer, the Merger, the Debt Offer, and the MergerFinancing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Companyshall, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business soon as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof.), commence a debt tender offer for its 11-1/2% senior notes due 2002 (the "Senior Notes"), together with a solicitation of consents to amend the Senior Notes Indenture, dated as of February 28, 1992, between the Company and Bankers Trust Company, as trustee (the "Senior Notes Indenture"; such amendment, the "Senior Notes Indenture Amendment"; and such debt tender offer and consent solicitation, collectively, the "Debt Offer"

Appears in 2 contracts

Samples: Merger Agreement (General Host Corp), Merger Agreement (Cyrus Acquisition Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining any financing it may arrange in connection with the merger. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, file any required filings Notification and Report Forms under the HSR Act or other foreign filings with the Federal Trade Commission (the “FTC”) and any amendments to any thereof the Antitrust Division of the Department of Justice (the “Antitrust Division”) and (ii) using its shall use reasonable best efforts to respond as promptly make as practicable to all required regulatory filings and applications includinginquiries received from the FTC or the Antitrust Division for additional information or documentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to fulfill this Agreement, the conditions Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Offer Merger and the Merger. other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any stockholder of the Company from any such Law. (d) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (be) The Company and Parent each shall keep the other apprised Each of the status parties hereto shall use reasonable best efforts to prevent the entry of, and to cause to be discharged or vacated, any order or injunction of matters relating to completion a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the transactions contemplated herebyMerger. (f) Notwithstanding the foregoing provisions of this Section 5.5, including promptly furnishing the other with copies neither Parent nor Purchaser shall be required to accept, as a condition to obtaining any required approval or resolving any objection of notices any Governmental Entity, any requirement to divest or other communications received by Parent hold separate or in trust (or the Companyimposition of any other condition or restriction with respect to) any of the respective businesses of Parent, as Purchaser, the case may be, Company or any of their subsidiariesrespective Subsidiaries, from any Governmental Authority with respect to the Offer Company Assets, the Parent Assets, the Company Real Property or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawParent Real Property. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 2 contracts

Samples: Merger Agreement (Mission Resources Corp), Merger Agreement (Petrohawk Energy Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within 10 business days of the date hereof) its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Merger and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicableMerger, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities (including the approval of the California Department of Insurance and the Illinois Department of Insurance (collectively, the “Form A Approvals”) and approval or non-disapproval within the statutory waiting period of any Form E pre-acquisition notification filings that are required by applicable Law (collectively, the “Form E Approvals”)) and parties to contracts with the Company and its subsidiaries the Company Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement Merger and to fulfill the conditions to the Offer Merger. Notwithstanding the foregoing, each of the parties shall use reasonable best efforts to promptly obtain all consents, approvals and authorizations necessary with respect to any Leased Real Property. Parent shall use its reasonable best efforts to file or submit applications for the Form A Approvals no later than September 14, 2012 and all notification filings required for the Form E Approvals within 20 business days after the date hereof and to respond promptly to any request by any Governmental Authority for any additional information and documentary material in connection therewith. Parent shall give the Company and its counsel a reasonable opportunity, if practicable, to review and comment on any non-confidential filings or submittals made in connection with the Form A Approvals and the MergerForm E Approvals, and all amendments or supplements thereto prior to their being filed or submitted. Each of Parent and the Company shall promptly forward to the other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Transactions. Each of Parent and the Company agrees to defend in good faith against any actions, suits or proceedings in which either party or its subsidiaries is named as defendant which seeks to enjoin, restrain or prohibit the Transactions. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. Subject to Section 6.04 and the termination rights provided in Article VIII, none of the Company, Parent or Merger Sub shall until the Effective Time, directly or indirectly, take any action or fail to take any action that is intended to, or that would reasonably be likely to, materially delay or prevent the consummation of the Transactions. (b) The Company and Parent each shall keep Notwithstanding anything to the contrary set forth in Section 6.08(a) or any other apprised section of the status this Agreement, none of matters relating to completion of the transactions contemplated herebyParent, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, Merger Sub or any of their subsidiariessubsidiaries shall be required to, from and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any Governmental Authority action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any material assets, business or portion of a business of the Offer or Company, the Surviving Corporation, Parent, Merger Sub or any of their respective subsidiaries, or (ii) impose any material restriction, requirement or limitation on the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality operation of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, business or from issuing, any order, injunction, decree, judgment or ruling or portion of the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such business of the Company's , the Surviving Corporation, Parent, Merger Sub or any of their respective subsidiaries, other than any restriction, requirement or limitation that imposes upon Parent's assets and business as may be necessary , the Surviving Corporation or the Insurance Subsidiary an obligation to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if seek written permission from the amount of such assets and businesses would not be material (measured in relation applicable Insurance Regulators prior to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer Surviving Corporation or the Merger and in the event that Insurance Subsidiary paying any such temporary or preliminary Order is entered in any proceeding that would make consummation dividends for a period of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps three (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i3) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofyears following Closing.

Appears in 2 contracts

Samples: Merger Agreement (Enstar Group LTD), Merger Agreement (SeaBright Holdings, Inc.)

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner reasonably practicable, the transactions contemplated by this Agreement as soon as practicableAgreement. Without limiting the foregoing, including but not limited to (i) cooperation in the preparation and filing each of the Offer DocumentsCompany, the Schedule 14D- 9, the Proxy Statement, Parent and Merger Sub shall make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, in all cases, as promptly as reasonably practicable after the date of this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement and to file other required filings pursuant to other Antitrust Laws within 45 calendar days after the date of this Agreement and that if a party is not prepared to file any such submission or filing within such period, its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the Company, Parent and Merger Sub shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Laws with respect to which a filing has been made and use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other foreign Antitrust Laws as soon as practicable, and Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings and any amendments are required to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of governmental authorities and state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts or instruments material to the Company’s or its Subsidiaries’ business in connection with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to fulfill obtain timely any such consents, permits, authorizations, approvals or waivers. (b) In the conditions event that any action, suit, proceeding or investigation relating hereto or to the Offer and the Merger. In case at any time transactions contemplated hereby is commenced, whether before or after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreementdate hereof, the proper officers parties hereto agree to cooperate and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company defend vigorously against it and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawrespond thereto. (c) Without limiting Notwithstanding anything to the generality of contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the undertakings pursuant to this Section 6.10: Merger, (i) without the prior written consent of Parent agrees to(which shall not be unreasonably withheld or delayed), if necessary none of the Company or any of its Subsidiaries shall pay or commit to prevent pay to such person whose approval or consent is being solicited any Governmental Authority from taking steps material amount of cash or other consideration, make any material commitment or incur any material liability or other material obligation due to obtainsuch person and (ii) except with respect to the Financing Commitments, neither Parent nor Merger Sub shall be required to pay or commit to pay to such person whose approval or consent is being solicited any material amount of cash or other consideration, make any material commitment or to incur any material liability or other material obligation; provided, however, that Parent and Merger Sub shall give the Company the opportunity to make such payments. (d) Nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or from issuingto divest, dispose of or hold separate any ordersecurities or all or a material portion of their respective businesses, injunction, decree, judgment assets or ruling properties or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such material portion of the Company's business, assets or Parent's assets and business as may be necessary properties of the Company or any of its Subsidiaries or (ii) to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if limit in any material respect the amount ability of such assets and entities (A) to conduct their respective businesses would not be or own such material (measured in relation to the combined assets or revenues properties or to conduct the businesses or own the material properties or assets of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and Subsidiaries or (iiB) to control their respective businesses or operations or the businesses or operations of the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofSubsidiaries.

Appears in 2 contracts

Samples: Merger Agreement (Freescale Semiconductor Inc), Merger Agreement (Freescale Semiconductor Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9without limitation, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and parties to contracts with the Company and its subsidiaries the Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Florxx Xxxvision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Florxx Xxxvision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Florxx Xxxvision. In case addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised Each of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult agrees to cooperate and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating use its reasonable best efforts to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to vigorously contest and resist any action seeking Action, including administrative or judicial Action, and to have imposed vacated, lifted, reversed or overturned any order, decree, judgment, injunction, ruling injunction or other order (whether temporary, preliminary or permanent) (an "Order") that would delayis in effect and that restricts, restrain, enjoin prevents or otherwise prohibit prohibits consummation of the Offer or the Merger Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofjudicial appeal.

Appears in 2 contracts

Samples: Merger Agreement (Ericsson MPD Acquisition Corp), Merger Agreement (Microwave Power Devices Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to as soon as practicably possible (i) take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings obtain from Governmental Authorities and applications includingthird parties any consents, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders required to be obtained by Parent or the Company or any of governmental authorities and parties to contracts their respective subsidiaries in connection with the Company authorization, execution and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes delivery of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and Parent approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall keep furnish to the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the party such necessary information and assistance as such other with copies of notices or other communications received by Parent or the Company, as the case party may be, or any of their subsidiaries, from any Governmental Authority reasonably request with respect to the Offer or the Merger or any of foregoing and shall provide the other transactions contemplated party with copies of all filings made by this Agreement. The parties hereto will consult and cooperate such party with one anotherany applicable Government Authority, and consider in good faith the views of one another and, upon request, any other information supplied by such party to a Governmental Authority in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions this Agreement and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawTransactions. (c) Without limiting Merger Sub, the generality of the undertakings pursuant Company, and Parent shall use their respective reasonable best efforts to this Section 6.10: obtain any third party consents (i) Parent agrees tonecessary, if necessary proper or advisable to prevent any Governmental Authority from taking steps to obtainconsummate the Transactions, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent each agree and their respective businesses resulting, or which could reasonably be expected to contest and resist any action seeking result, after the Effective Time, from the failure to have imposed any orderobtain such consent. In addition, decreeat the request of Parent, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to Company shall use its reasonable best efforts to take promptly assist Parent in obtaining any and all steps estoppel certificates from any ground lessor under the ground leases underlying the Leased Properties. (including d) Notwithstanding anything to the appeal thereofcontrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the posting of a bond Merger or the taking of the steps contemplated by clause any other Transaction, (i) without the prior written consent of this paragraphParent which shall not be unreasonably withheld, none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) necessary none of Parent, Merger Sub or their respective affiliates shall be required to vacatepay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, modify make any commitment or suspend to incur any liability or other obligation. (e) statement with respect to such Order so prior fiscal month and (y) such other information or documents ordinarily produced by the Company (financial or otherwise) with respect to the Company and its Subsidiaries as Parent and the Lenders may reasonably request, including, without limitation, any weekly operating metrics and other key financial measures used to permit such consummation as promptly as practicable after operate the date hereofbusiness of the Company and its Subsidiaries in the ordinary course.

Appears in 2 contracts

Samples: Merger Agreement (Sunair Services Corp), Merger Agreement (Sunair Services Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of governmental authorities waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and its subsidiaries Studio Entities as are set forth in Section 3.05 necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and the MergerTransactions. In case case, at any time after the Effective Time Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such necessary action. Subject to the terms and conditions of this Agreement, the Parties agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Transactions to be satisfied. In furtherance and not in limitation of the foregoing, each of the Parties shall (and shall cause their respective Subsidiaries and Affiliates to) (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, to file or cause to be filed any and all required notification and report forms under the HSR Act with respect to the Transactions contemplated by this Agreement, (ii) use all reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, and (iii) supply or cause to be supplied to any Governmental Authority as promptly as practicable any additional information or documentary material that may be requested pursuant to any Law or by such Governmental Authority. (b) The Company and Parent each Each of the Parties shall keep the each other apprised of the status of matters relating to completion of the transactions contemplated herebyTransactions, including promptly furnishing notifying the other with copies Parties of notices or other communications received by Parent or the Company, as the case may be, any material communication it or any of their subsidiaries, its Affiliates receives from any Governmental Authority with respect relating to the Offer or matters that are the Merger or any subject of this Agreement and permitting the other transactions contemplated by this Agreement. The parties hereto will Parties to review in advance, and to the extent practicable consult and cooperate with one another, about and consider in good faith the views of one another the other party in connection with, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any analysesmaterial meeting, appearancesor video or telephone conference, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf with any Governmental Authority in respect of any party hereto 38 34 filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with proceedings the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings (other than each Party’s filing pursuant to the HSR Act) or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions, provided, that such communications may be redacted (x) to remove references concerning the valuation of the businesses of LG Parent and its Subsidiaries, or proposals from third parties with respect thereto, (y) as necessary to comply with contractual agreements and (z) as necessary to address reasonable privilege or confidentiality concerns. The Parties, as they deem advisable and necessary, may designate any competitively sensitive material provided to the other under this Section 6.06(b) as “Outside Counsel Only Material,” and such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed to other Representatives of the recipient unless express written permission is obtained in advance from the source of the materials or relating its legal counsel. No Party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions, including withdrawing its filing under the HSR Act or entering into any timing agreement with any Governmental Authority without the written consent of the other antitrust lawParty. (c) Without limiting From and after the generality date of this Agreement until the earlier of the undertakings pursuant StudioCo Amalgamation Effective Time or termination of this Agreement in accordance with its terms, the Parties shall each notify the other in writing promptly after learning of any Action, including any shareholder or equityholder demands or other shareholder or equityholder Actions (including derivative claims), relating to this Section 6.10: Agreement, any other Transaction Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced or threatened against, in the case of SEAC, SEAC Entities or any of their Representatives (in their capacity as a Representative of such Person) or, in the case of LG Parent, Studio HoldCo, StudioCo or any Studio Entity or any of its Subsidiaries, or any of their respective Representatives (in their capacity as a Representative of such Person). The Parties shall each (i) Parent agrees tokeep the other reasonably informed regarding any Transaction Litigation, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) give the Company other the opportunity to, at its own cost and expense, participate in (but not, for the avoidance of doubt, control) the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, that, in no event shall (x) SEAC, the SEAC Entities or any of their Representatives settle or compromise any Transaction Litigation without the prior written consent of LG Parent each (not to be unreasonably withheld, conditioned or delayed) or (y) LG Parent, Studio HoldCo, StudioCo or any Studio Entity or any of its Subsidiaries, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SEAC (not to be unreasonably withheld, conditioned or delayed). (d) Nothing in this Section 6.06 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, (iv) enter into new licenses or other agreements, or (v) to litigate or contest and resist any administrative or judicial action seeking to have imposed or proceeding or any order, decree, judgment, injunction, ruling injunction or other order (order, whether temporary, preliminary or permanent) (an "Order") that would delay, restrainchallenging the Transaction or this Agreement as violative of any antitrust law, enjoin and no Party shall agree to any of the foregoing measures in connection with this Section 6.06, except with the other Parties’ prior written consent. Notwithstanding anything to the contrary but subject to the following proviso, in no event shall LG Parent or any of its Subsidiaries, on the one hand, or SEAC or the SEAC Entities or any of their Affiliates, on the other hand, be obligated to agree to any restrictions on its businesses, divisions, operations, or product lines or bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which it is a party or otherwise prohibit required in connection with the consummation of the Offer Transactions; provided, that, for the avoidance of doubt, the foregoing shall not in any way limit SEAC’s and the SEAC Entities’, or the Merger and any of their Affiliates’, express obligations set forth in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms other provisions of this Agreement unlawful regarding bearing any expenses or that would prevent paying any fees with respect to the SEAC Shareholder Approvals or delay consummation the approval of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofSEAC Warrant Agreement Amendment.

Appears in 1 contract

Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including but not limited to (i) including: cooperation in the preparation and filing of the Offer Documents, Documents and the Schedule 14D- 9, the Proxy Statement, Directors' Circular and any required filings under the HSR Act or other foreign filings Competition Act, and any amendments to any thereof such filings; and (ii) using its reasonable best efforts to promptly diligently make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company Corporation and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill fulfil the conditions to the Offer Offer. PUBLIC ANNOUNCEMENTS - Prior to any announcement of a Transaction Proposal, the Purchaser and the Merger. In case at Corporation agree to consult with each other before issuing any time after the Effective Time press release or otherwise making any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority public statements with respect to the Offer or Offer. The Corporation further agrees not to make any public statements at any time with respect to the Merger or any business plans of the other transactions Purchaser for the Corporation without the prior written consent of the Purchaser. REGULATORY APPROVALS - The Purchaser shall, and shall cause the Offeror to diligently pursue, all of the regulatory approvals referred to or contemplated by this Agreement. The parties hereto will consult paragraphs (b) and cooperate with one another(c) of section 3 of Schedule "A" hereto, and consider shall keep the Corporation informed with respect to the status of applications for all such approvals, including providing all relevant documentation to the Corporation to allow it to assess the status of such applications. TAKE UP AND PAYMENT - Subject to the terms and conditions hereof, the Purchaser agrees to cause the Offeror to take up the Common Shares deposited under the Offer and pay for such Common Shares in good faith accordance with applicable Securities Laws. INCREASE IN CONSIDERATION - The Purchaser covenants that, in the views of one another in connection with event the Offeror increases the consideration per Common Share offered under the Offer (but for greater certainty, excluding any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf greater consideration paid as a result of any party hereto 38 34 proceeding in connection with proceedings respect of fair value under or relating to the HSR Act CBCA or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a wholesubsequent acquisition transaction); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting Offeror will pay such increased consideration to each holder of a bond or Shares tendered, by such holder, notwithstanding that such Common Shares have previously been taken up and paid for by the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofOfferor.

Appears in 1 contract

Samples: Acquisition Agreement (Champion Road Machinery LTD)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable advisable, including under applicable laws and regulations regulations, to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 914D-9, the Proxy Statement, Statement or any required filings under the HSR Act or other foreign filings and any amendments to any thereof and thereof, (ii) using its reasonable best efforts to promptly make and cooperate in making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain and cooperate in obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and third parties to contracts with the Company and its subsidiaries as are necessary or advisable for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer Offer, the Merger, the Debt Offer, and the MergerFinancing and (iii) using its reasonable best efforts to oppose, defend against, remove and appeal any injunction, order, decree or ruling restraining, enjoining or otherwise prohibiting the Offer, the Merger or any of the other Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Companyshall, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business soon as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof.), commence a debt tender offer for its 11 1/2% senior notes due 2002 (the "Senior Notes"), together with a solicitation of consents to amend the Senior Notes Indenture, dated as of February 28, 1992, between the Company and Bankers Trust Company, as trustee (the "Senior Notes Indenture"; such amendment, the "Senior Notes Indenture Amendment"; and such debt tender offer and consent solicitation, collectively, the "Debt Offer"

Appears in 1 contract

Samples: Merger Agreement (Franks Nursery & Crafts Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to as soon as practicably possible (i) take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings obtain from Governmental Authorities and applications includingthird parties any consents, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders required to be obtained by Parent or the Company or any of governmental authorities and parties to contracts their respective subsidiaries in connection with the Company authorization, execution and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes delivery of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and Parent approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall keep furnish to the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the party such necessary information and assistance as such other with copies of notices or other communications received by Parent or the Company, as the case party may be, or any of their subsidiaries, from any Governmental Authority reasonably request with respect to the Offer or the Merger or any of foregoing and shall provide the other transactions contemplated party with copies of all filings made by this Agreement. The parties hereto will consult and cooperate such party with one anotherany applicable Government Authority, and consider in good faith the views of one another and, upon request, any other information supplied by such party to a Governmental Authority in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions this Agreement and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawTransactions. (c) Without limiting Merger Sub, the generality of the undertakings pursuant Company, and Parent shall use their respective reasonable best efforts to this Section 6.10: obtain any third party consents (i) Parent agrees tonecessary, if necessary proper or advisable to prevent any Governmental Authority from taking steps to obtainconsummate the Transactions, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent each agree and their respective businesses resulting, or which could reasonably be expected to contest and resist any action seeking result, after the Effective Time, from the failure to have imposed any orderobtain such consent. In addition, decreeat the request of Parent, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to Company shall use its reasonable best efforts to take promptly assist Parent in obtaining any and all steps estoppel certificates from any ground lessor under the ground leases underlying the Leased Properties. (including d) Notwithstanding anything to the appeal thereofcontrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the posting of a bond Merger or the taking of the steps contemplated by clause any other Transaction, (i) without the prior written consent of this paragraphParent which shall not be unreasonably withheld, none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) necessary none of Parent, Merger Sub or their respective affiliates shall be required to vacatepay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, modify make any commitment or suspend such Order so as to incur any liability or other obligation. (e) The Company and the Subsidiaries will (i) permit such consummation as promptly as practicable after the date hereof.Parent and Lenders and their respective representatives to have reasonable access, during normal business hours and upon at least twenty-four

Appears in 1 contract

Samples: Merger Agreement

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining any financing it may arrange in connection with the Merger. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, file any required filings Notification and Report Forms under the HSR Act or other foreign filings with the Federal Trade Commission (the “FTC”) and any amendments to any thereof the Antitrust Division of the Department of Justice (the “Antitrust Division”) and (ii) using its shall use reasonable best efforts to respond as promptly make as practicable to all required regulatory filings and applications includinginquiries received from the FTC or the Antitrust Division for additional information or documentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to fulfill this Agreement, the conditions Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Offer Merger and the Merger. other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any stockholder of the Company from any such Law. (d) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (be) The Company and Parent each shall keep the other apprised Each of the status parties hereto shall use reasonable best efforts to prevent the entry of, and to cause to be discharged or vacated, any order or injunction of matters relating to completion a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the transactions contemplated herebyMerger. (f) Notwithstanding the foregoing provisions of this Section 5.5, including promptly furnishing the other with copies neither Parent nor Purchaser shall be required to accept, as a condition to obtaining any required approval or resolving any objection of notices any Governmental Entity, any requirement to divest or other communications received by Parent hold separate or in trust (or the Companyimposition of any other condition or restriction with respect to) any of the respective businesses of Parent, as Purchaser, the case may be, Company or any of their subsidiariesrespective Subsidiaries, from any Governmental Authority with respect to the Offer Company Assets, the Parent Assets, the Company Real Property or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawParent Real Property. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Petrohawk Energy Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) MergerCo and the Company shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, each of the Company and MergerCo shall, as soon as practicable, including but not limited to file (i) cooperation in or cause its respective "ultimate parent entity" within the preparation and filing meaning of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings HSR Act to file) Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or other foreign filings and any amendments to any thereof and (ii) using the Antitrust Division for additional information or documentation. Each party hereto shall use its reasonable best efforts to promptly make take or cause to be taken all required regulatory filings and applications includingactions necessary, without limitation, responding promptly to requests for further information and proper or advisable to obtain all licensesany consent, permitswaiver, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties approval or authorization relating to contracts with the Company and its subsidiaries as are necessary any Competition Law that is required for the consummation of the transactions contemplated by this Agreement Agreement. "Competition Laws" means statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to fulfill prohibit, restrict or regulate actions having the conditions purpose or effect of monopolization, lessening of competition or restraint of trade and includes the Xxxx-Xxxxx- Xxxxxx Antitrust Im- provement Act of 1976, as amended (the "HSR Act") and, to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreementextent applicable, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised equivalent laws of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent European Union or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one anotherMember States thereof, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawcountries. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Dynatech Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within ten (10) business days of the date hereof) its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Merger and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicableMerger, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities (including the approval of the Delaware Insurance Department, the Illinois Department of Insurance, the Minnesota Department of Commerce and the Arkansas Insurance Department, (collectively, the “Form A Approvals”)) and parties to contracts with the Company and its subsidiaries the Company Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement Merger and to fulfill the conditions to the Offer Merger; provided that neither Merger Sub nor Parent will be required by this Section 6.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Merger Sub, Parent, the Company or any of their respective subsidiaries or (B) limits Parent’s freedom of action with respect to, or its ability to retain, the Company and the MergerCompany Subsidiaries or any portion thereof or any of Parent’s or its affiliates’ other assets or businesses. Without limiting the foregoing, Parent shall use its reasonable best efforts to file or submit the Form A Approvals within ten (10) business days after the date hereof and to respond promptly to any request by any Governmental Authority for any additional information and documentary material in connection therewith. Parent shall give the Company and its counsel a reasonable opportunity to review and comment on the Form A Approvals, and all amendments or supplements thereto prior to their being filed or submitted. Each of Parent and the Company shall promptly forward to the other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Transactions. Each of Parent and the Company agrees to defend vigorously against any actions, suits or proceedings in which either party or its subsidiaries is named as defendant which seeks to enjoin, restrain or prohibit the Transactions. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company . Subject to Section 6.04 and Parent each shall keep the other apprised termination rights provided in Article VIII, none of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as Parent or Merger Sub shall until the case may beEffective Time, directly or indirectly, take any action or fail to take any action that is intended to, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees that would reasonably be likely to, if necessary to materially delay or prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Mercury Financial Corp)

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall party will use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or applicable agreement to consummate and make effective the transactions contemplated by this Agreement. (b) If any objections are asserted with respect to the transactions contemplated by this Agreement as soon as practicableunder any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, including but not limited to (i) cooperation in the preparation and filing DOJ or any other applicable Governmental Authority or any private party challenging any of the Offer Documentstransactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of ANM and the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using Company will use its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly resolve any such objections or suits so as to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the permit consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prohibit or materially impair or delay the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion consummation of the transactions contemplated herebyhereby and thereby; provided, including promptly furnishing the other with copies of notices or other communications received by Parent or the Companyhowever, as the case may be, or that neither ANM nor any of their subsidiariesits shareholders or Affiliates will be obligated to sell, from any Governmental Authority with respect hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto Agreement will consult be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and cooperate with one another, and consider in good faith thereby beyond the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawTermination Date. (c) Without limiting In the generality of the undertakings pursuant event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Section 6.10: Agreement or any other agreement contemplated hereby, (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking each of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets ANM and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company will cooperate in all respects with each other and use its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree respective reasonable best efforts to contest and resist any such action seeking or proceeding and to have imposed vacated, lifted, reversed or overturned any order, decree, judgment, injunction, ruling injunction or other order (order, whether temporary, preliminary or permanent) (an "Order") , that would delayis in effect and that prohibits, restrain, enjoin prevents or otherwise prohibit restricts consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to and (ii) each of ANM and the Company will use its respective reasonable best efforts to take promptly defend, at its own cost and expense, any and all steps (including action or actions, whether judicial or administrative, in connection with the appeal thereof, the posting of a bond or the taking of the steps transactions contemplated by clause this Agreement. (id) Notwithstanding the foregoing or any other provision of this paragraphAgreement, nothing in this Section 6.8 will limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) necessary or Section 8.1(c) so long as such party has up to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofthen complied in all material respects with its obligations under this Section 6.8.

Appears in 1 contract

Samples: Merger Agreement (Westland Development Co Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable laws and regulations Law (including under any Antitrust Law) to consummate and make effective the transactions contemplated by this Agreement as soon as practicablepracticable at the earliest practicable date, including but not limited to including: (i) cooperation in causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer Documents, Merger and the Schedule 14D- 9, the Proxy Statement, taking of such actions as are necessary to obtain (A) any required filings requisite consent or expiration of any applicable waiting period under the HSR Act or other foreign filings and (B) any amendments to any thereof requisite consent under the Austrian Cartel Act and the Mexican Economic Competition Law; (ii) submitting within 10 Business Days following the date hereof the notices required to be made in connection with the transactions contemplated hereby as set forth in Item 1 of Section 1.1 of the Company Disclosure Schedule; (iii) using its reasonable best efforts to promptly make defend all required regulatory filings lawsuits and applications including, without limitation, responding promptly other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (iv) using reasonable best efforts to requests for further information resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity and to obtain all licensesprevent the entry of any court order, permitsand to have vacated, consentslifted, approvalsreversed or overturned any injunction, authorizationsdecree, qualifications and orders ruling, order or other action of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The In furtherance and not in limitation of the provisions of Section 7.6(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, an appropriate filing of a Notification and Report Form pursuant to the HSR Act (which shall be filed no later than five Business Days from the date of this Agreement), the Austrian Cartel Act and the Mexican Economic Competition Law. Parent shall pay all filing fees and other charges for the filings required under the HSR Act or under any other Antitrust Law by the Company and Parent each Parent. (c) If a party receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, including a Request for Additional Information and Documents under the HSR Act, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, a response which is, at a minimum, in substantial compliance with such request. (d) The parties shall keep the each other apprised of the status of matters relating to the completion of the transactions contemplated herebyby this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including promptly furnishing including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification in relation to the transactions contemplated hereunder without first providing the other party with copies a copy of notices such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to the other party all information within its possession that is required for any application or other communications received filing to be made by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect other party pursuant to the Offer or applicable Law in connection with the Merger or any of the other transactions contemplated by this Agreement. The ; (iii) promptly notifying each other of any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties hereto will consult is entitled to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) consulting and cooperate cooperating with one another, and consider in good faith the views of one another in connection with any all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act Antitrust Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any other antitrust lawGovernmental Entity challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (ce) Without limiting In addition, Parent shall take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws to consummate the generality transactions contemplated by this Agreement, including using its best efforts to obtain the expiration of all waiting periods and obtain all other approvals and any other consents required to be obtained in order for the undertakings pursuant parties to consummate the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 6.107.6 shall include Parent committing to: (i) Parent agrees toselling, if necessary to prevent any Governmental Authority from taking steps to obtaindivesting, or from issuingotherwise conveying particular assets, any ordercategories, injunctionportions or parts of assets or businesses of Parent and its subsidiaries; (ii) agreeing to sell, decreedivest, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer convey any particular asset, category, portion or the Merger, offer to accept part of an order to divest (asset or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries contemporaneously with or subsequent to the Effective Time; (iii) permitting the Company to sell, divest, or otherwise convey any of the particular assets, categories, portions or parts of assets or business of the Company or any of its subsidiaries prior to the Effective Time; and Parent's fluid technology business(iv) licensing, taken holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations as a whole); condition to obtaining any and all expirations of waiting periods under the HSR Act or consents from any Governmental Entity necessary, to consummate the transactions contemplated hereby. All efforts described in this Section 7.6(f) shall be unconditional and shall not be qualified by best efforts and no actions taken pursuant to this Section 7.6 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. (g) Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a party will be provided to the other party on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to the other party. (h) Notwithstanding anything to the contrary herein, (i) Parent shall direct, in consultation with the Company, strategy and timing, proceedings and other activities with respect to seeking any actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers of any Governmental Entity as contemplated hereby, (ii) the Company shall, and shall cause each of its subsidiaries to, use reasonable best efforts to take such actions as reasonably requested by Parent each in connection with obtaining any such actions, non-actions, terminations or expirations of waiting periods, consents, approvals or waivers and (iii) Parent shall have the sole and exclusive right, in consultation with the Company, to propose, negotiate, offer or commit to make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or to agree to contest any other remedy, requirement, obligation, condition or restriction related to the conduct of Parent’s and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order its HSR Affiliates’ (whether temporary, preliminary or permanentas such term is defined by the HSR Act) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger Company’s and its subsidiaries’ businesses in order to resolve any Governmental Entity’s objections to or concerns about the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement. Parent and Merger Sub shall not be required to agree to any amendment to, to use its reasonable best efforts to take promptly or waiver under, this Agreement in connection with obtaining any and all steps (including requisite consent or expiration of any applicable waiting period under the appeal thereof, the posting of a bond HSR Act or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofother Antitrust Laws.

Appears in 1 contract

Samples: Merger Agreement (Diamond Resorts International, Inc.)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to obtain the Financing. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, subject to applicable Laws and any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s EXXXX system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby; provided that neither party is obligated to share any document submitted to a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business. (b) Each of Parent, Merger Sub I, Merger Sub II and the Company shall use their respective reasonable best efforts and shall cooperate with the other parties to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, including but not limited to (i) cooperation in the preparation file Notification and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and file any voluntary filings or other foreign filings and any amendments notifications required to any thereof be filed under (i) the EC Merger Regulation with the European Commission and (ii) using its the Exon-Fxxxxx Amendment with CFIUS, and in each case shall use reasonable best efforts to respond as promptly make as practicable to all required regulatory filings inquiries received from the FTC, the Antitrust Division, the European Commission or CFIUS for additional information or documentation. Each party acknowledges that its goal is to file the Notification and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders Report Forms within 15 Business Days after the date of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill file the conditions notifications to be filed under the Offer Exon-Fxxxxx Amendment within 20 Business Days after the date of this Agreement, and that if it does not file such forms within such period, its senior executives shall discuss the Merger. reasons for the failure to meet such goal with the senior executives from the other party. (c) In case at any time after the Merger I Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (bd) The Company and Parent each shall keep the other apprised Each of the status parties hereto shall use reasonable best efforts to prevent the entry of, and to cause to be discharged or vacated, any order or injunction of matters relating to completion a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the transactions contemplated herebyMergers. (e) Notwithstanding the foregoing provisions of this Section 5.5, including promptly furnishing the other with copies none of notices Parent, Merger Sub I or other communications received by Parent Merger Sub II shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the Companyimposition of any other condition or restriction with respect to) any assets or operations of Parent, as the case may be, Merger Sub I or Merger Sub II or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger respective affiliates or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith respective businesses of the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act Company or any of its Subsidiaries, including the Company Assets or the Company IP Rights, in each case, which constitutes a Burdensome Condition. “Burdensome Condition” means any requirement, condition or restriction that, individually or in the aggregate with all other antitrust law. (c) Without limiting the generality of the undertakings pursuant requirements, conditions and restrictions, is reasonably likely to this Section 6.10: (i) Parent agrees tobe materially burdensome to Parent, if necessary (ii) be materially burdensome to prevent any Governmental Authority from taking steps to obtainthe Company, (iii) materially diminish the value of Parent’s business or from issuing, any order, injunction, decree, judgment or ruling or (iv) materially diminish the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such value of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology ’s business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (General Geophysics Co)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make effect all required regulatory filings necessary registrations and applications including, without limitation, responding promptly filings. Each of the parties hereto will furnish to requests for further the other parties such necessary information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and its subsidiaries as are necessary for will provide the consummation other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, and the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Mergerhereby. In case at any time after the Effective Time Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Company, including any successor, shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (b) The Company Parent and Parent each NGC shall keep the other apprised of the status of matters relating use their respective reasonable best efforts to completion of the transactions contemplated herebyresolve such objections, including promptly furnishing the other with copies of notices or other communications received by Parent or the Companyif any, as the case may be, or any of their subsidiaries, from any Governmental Authority be asserted with respect to the Offer transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, Parent and NGC shall, as soon as practicable, file Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Merger Antitrust Division for additional information or documentation; and Parent and NGC shall use their reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorization relating to any Competition Law that is required for the consummation of the other transactions contemplated by this Agreement; provided, however, that the foregoing shall not -------- ------- obligate Parent or NGC to take any action which would have a material adverse effect on the International Assets. The parties hereto will consult "Competition Laws" means statutes, rules, regulations, orders, decrees, administrative and cooperate with one anotherjudicial doctrines, and consider in good faith other laws that are designed or intended to prohibit, restrict or regulate actions having the views purpose or effect of one another in connection with any analysesmonopolization, appearanceslessening of competition or restraint of trade and includes the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to as amended (the "HSR Act or any other antitrust lawAct"). (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aes Corporation)

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner reasonably practicable, the transactions contemplated by this Agreement as soon as practicableAgreement. Without limiting the foregoing, including but not limited to (i) cooperation in the preparation and filing each of the Offer DocumentsCompany, the Schedule 14D- 9, the Proxy Statement, Parent and Merger Sub shall make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, in all cases, as promptly as reasonably practicable after the date of this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement and to file other required filings pursuant to other Antitrust Laws within 45 calendar days after the date of this Agreement and that if a party is not prepared to file any such submission or filing within such period, its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the Company, Parent and Merger Sub shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Laws with respect to which a filing has been made and use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other foreign Antitrust Laws as soon as practicable, and Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings and any amendments are required to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of governmental authorities and state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts or instruments material to the Company's or its Subsidiaries' business in connection with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to fulfill obtain timely any such consents, permits, authorizations, approvals or waivers. (b) In the conditions event that any action, suit, proceeding or investigation relating hereto or to the Offer and the Merger. In case at any time transactions contemplated hereby is commenced, whether before or after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreementdate hereof, the proper officers parties hereto agree to cooperate and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company defend vigorously against it and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawrespond thereto. (c) Without limiting Notwithstanding anything to the generality of contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the undertakings pursuant to this Section 6.10: Merger, (i) without the prior written consent of Parent agrees to(which shall not be unreasonably withheld or delayed), if necessary none of the Company or any of its Subsidiaries shall pay or commit to prevent pay to such person whose approval or consent is being solicited any Governmental Authority from taking steps material amount of cash or other consideration, make any material commitment or incur any material liability or other material obligation due to obtainsuch person and (ii) except with respect to the Financing Commitments, neither Parent nor Merger Sub shall be required to pay or commit to pay to such person whose approval or consent is being solicited any material amount of cash or other consideration, make any material commitment or to incur any material liability or other material obligation; provided, however, that Parent and Merger Sub shall give the Company the opportunity to make such payments. (d) Nothing in this Agreement shall obligate Parent, Merger Sub or any of their respective Affiliates to agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or from issuingto divest, dispose of or hold separate any ordersecurities or all or a material portion of their respective businesses, injunction, decree, judgment assets or ruling properties or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such material portion of the Company's business, assets or Parent's assets and business as may be necessary properties of the Company or any of its Subsidiaries or (ii) to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if limit in any material respect the amount ability of such assets and entities (A) to conduct their respective businesses would not be or own such material (measured in relation to the combined assets or revenues properties or to conduct the businesses or own the material properties or assets of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and Subsidiaries or (iiB) to control their respective businesses or operations or the businesses or operations of the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofSubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Freescale Semiconductor Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9without limitation, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and parties to contracts with the Company and its subsidiaries the Company Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and the Merger. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Without limiting the requirements of clause (a) above, if required pursuant to the HSR Act, as promptly as practicable after the date of this Agreement, Barington and the Company shall each prepare and Parent file the notification required of it thereunder in connection with the Transactions and shall promptly and in good faith respond to all information requested of it by any Governmental Authorities in connection with such notification and otherwise cooperate in good faith with each other and any Governmental Authorities. Barington and the Company shall keep (a) promptly inform the other apprised of the status of matters relating any communication to completion of or from any Governmental Authority regarding the transactions contemplated herebyby this Agreement, including promptly furnishing (b) give the other with copies prompt notice of notices the commencement of any action, suit, litigation, arbitration, proceeding or other communications received investigation by Parent or the Company, as the case may be, or any of their subsidiaries, from before any Governmental Authority with respect to the Offer or the Merger or any of Transactions and (c) keep the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith reasonably informed as to the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf status of any party hereto 38 34 in connection such action, suit, litigation, arbitration, proceeding or investigation. Filing fees with proceedings respect to the notifications required under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of shall be paid by the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Barington/Hilco Acquisition Corp.)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) MergerCo and the Company shall use their re spective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, each of the Company and MergerCo shall, as soon as practicable, including but not limited to file (i) cooperation in or cause its respective "ultimate parent entity" within the preparation and filing meaning of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings HSR Act to file) Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or other foreign filings and any amendments to any thereof and (ii) using the Antitrust Division for ad ditional information or documentation. Each party hereto shall use its reasonable best efforts to promptly make take or cause to be taken all required regulatory filings and applications includingactions necessary, without limitation, responding promptly to requests for further information and proper or advisable to obtain all licensesany consent, permitswaiver, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties approval or authorization relating to contracts with the Company and its subsidiaries as are necessary any Competition Law that is required for the consummation of the transactions contemplated by this Agreement Agreement. "Compe tition Laws" means statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to fulfill prohibit, restrict or regulate actions having the conditions purpose or effect of monopolization, lessening of competition or restraint of trade and includes the Xxxx-Xxxxx-Xxxxxx Antitrust Im- provements Act of 1976, as amended (the "HSR Act") and, to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreementextent applicable, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised equivalent laws of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent European Union or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one anotherMember States thereof, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawcountries. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Cd&r Investment Associates Ii Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within two (2) weeks of the date hereof) its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Merger and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicableMerger, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities (including the approval of the California Department of Insurance) and parties to contracts with the Company and its subsidiaries the Company Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement Merger and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The In furtherance and not in limitation of Section 6.08(a): (i) as soon as practicable following the date of this Agreement (and in any event within two (2) weeks of the date hereof), Parent shall with the cooperation of the Company prepare and file with the relevant insurance regulators requests for approval of the transactions contemplated by this Agreement and shall use its reasonable best efforts to have such insurance regulators approve the transactions contemplated by this Agreement; (ii) the Company will have the right to review in advance, and Parent shall consult with the Company in advance, in each case subject to applicable Laws relating to the exchange of information, with respect to all the information relating to the Company or any Company Subsidiary that appears in any filing made with, or materials submitted to, any third party or any Governmental Authority by Parent or any of its affiliates relating to this Agreement or the Merger; (iii) Parent and its affiliates shall consult with the Company prior to participating in any substantive meeting, conference call, discussion or communication, whether or not through representatives, with any Governmental Authority with respect to any filing, submission, investigation or inquiry relating to this Agreement or the Merger, and shall provide the Company and its representatives the opportunity to attend and participate thereat; (iv) without limiting any of the rights set forth in this Section 6.08(b), Parent each and its affiliates shall furnish in advance to the Company copies of all correspondence, filings, submissions and written communications between Parent, any of its affiliates or any of their respective representatives, on one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the Merger, and shall consult with the Company on and take into account any reasonable comments the Company may have to such correspondence, filing, submission or written communication prior to their being made; (v) Parent and its affiliates shall keep the other Company apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing shall inform the other Company of the substance of any material oral communications with copies of notices any Governmental Authority for which it was impractical to have advance consultation or other communications participation in accordance with clause (iii) above, and shall respond to inquiries and requests received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority or third party, in each case with respect to the Offer this Agreement or the Merger Merger, as promptly as practicable; and (vi) each party agrees not to extend any waiting period under the HSR Act or enter into any agreement, arrangement or understanding with any Governmental Authority not to consummate or delay the transactions contemplated hereby, except with the prior written consent of the other parties, which consent may not be unreasonably withheld, conditioned or delayed. In connection with any application for approval of the transactions contemplated by this Agreement. The parties hereto Agreement by any Governmental Authority, Parent and Merger Sub agree that they will consult and cooperate with one another, and consider not seek approval for the payment of an “extraordinary dividend” (as such term is defined in good faith Section 1215.5(g) of the views of one another in connection with California Insurance Code) by any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawCompany Subsidiary. (c) Without limiting the generality Within forty-five (45) days of the undertakings pursuant execution of this Agreement, the Company shall deliver to this Section 6.10Parent a schedule that sets forth, the following information (as is reasonably available to the Company) with respect to the Company and each Company Subsidiary as of the most recent practicable date: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues basis of the Company and each Company Subsidiary in its subsidiaries and Parent's fluid technology business, taken as a whole)assets; and (ii) the basis of the stockholder(s) of each Company Subsidiary in the stock of such Company Subsidiary (or the amount of any excess loss account); (iii) the amount any net operating loss, net capital loss, unused investment or other credit, unused foreign tax credit, or excess charitable contribution allocable to the Company or any Company Subsidiary; (iv) the amount of any deferred gain or loss allocable to the Company or any Company Subsidiary arising out of any intercompany gain; and (v) a copy of any tax allocation agreement executed between or among the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofCompany Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Zenith National Insurance Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, including the terms and conditions set forth in Section 6.08(a) specifying the circumstances under which Merger Co is obligated to draw the Bridge Financing, each of the parties hereto shall agrees to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableMerger, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications includingobtain from Governmental Authorities any consents, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders required to be obtained by Merger Co or the Company or any of governmental authorities and parties to contracts their respective subsidiaries in connection with the Company authorization, execution and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes delivery of this Agreement, the proper officers and directors of each party (iii) promptly make all necessary filings, and thereafter make any other required submission, with respect to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings required under or relating to the HSR Act or any other applicable antitrust, competition or fair trade Laws with respect to the Merger. Subject to appropriate confidentiality protections, the parties hereto shall have an opportunity to review and comment on drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (i) through (iii) above, which comments shall be considered by the other party in good faith, shall cooperate with each other in connection with the prompt making of all such filings, will furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and will provide the other party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Merger. (b) Merger Co and the Company shall file as soon as practicable after the date of this Agreement all required or advisable notifications under, or relating to, the HSR Act and any antitrust, competition or fair trade Law of any applicable United States or non-United States governmental antitrust lawauthority and shall respond as promptly as practicable to all inquiries or requests for additional information received from a Governmental Authority in relation to such filings or notices for additional information or documentation. Merger Co agrees to take whatever action may be necessary to resolve any objections as may be asserted under the HSR Act or any other applicable antitrust, competition or fair trade Laws with respect to the Merger. Notwithstanding anything in this Agreement to the contrary, no action taken by Merger Co pursuant to this Section 6.09(b) shall entitle Merger Co to any diminution of the Merger Consideration. (c) Without limiting The Company and Merger Co shall, and the generality of Company shall cause the undertakings pursuant Subsidiaries to, use their respective reasonable best efforts to this Section 6.10: obtain any third party consents (i) Parent agrees to, if necessary to consummate the Merger and the Other Transactions, (ii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time or (iii) in the case of the Company or any Governmental Authority from taking steps Subsidiary, otherwise reasonably requested by Merger Co. In the event that the Company shall fail to obtainobtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Merger Co, to minimize any adverse effect upon the Company and Merger Co resulting, or which could reasonably be expected to result, after the Effective Time, from issuingthe failure to obtain such consent. (d) Notwithstanding anything to the contrary in this Agreement, except as contemplated under Section 6.08, in connection with obtaining any order, injunction, decree, judgment approval or ruling or the taking of consent from any person (other action restraining, enjoining or otherwise prohibiting the Offer or than a Governmental Authority) with respect to the Merger, offer to accept an order to divest (or enter into a i) without the prior written consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would Merger Co which shall not be material (measured in relation to the combined assets unreasonably withheld or revenues delayed, none of the Company and or any of its subsidiaries and Parent's fluid technology businessSubsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, taken as a whole); make any commitment or incur any liability or other obligation due to such person and (ii) the Company and Parent each agree neither Merger Co nor any of its affiliates shall be required to contest and resist pay or commit to pay to such person whose approval or consent is being solicited any action seeking to have imposed any order, decree, judgment, injunction, ruling cash or other order (whether temporaryconsideration, preliminary make any commitment or permanent) (an "Order") that would delay, restrain, enjoin to incur any liability or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofobligation.

Appears in 1 contract

Samples: Merger Agreement (Sungard Data Systems Inc)

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Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall Party will use its reasonable best efforts to (and, in the case of Parent, cause each of its subsidiaries its Ultimate Parent Entity (as defined in the HSR Act and accompanying regulations) and HSR Affiliates (as defined in the HSR Act and accompanying regulations) (collectively, (the “Parent Group”) to) take, or cause to be taken, all appropriate action, actions and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws Antitrust Laws and regulations to consummate cause the conditions to Closing to be satisfied. In furtherance and not in limitation of the foregoing, (i) each Party hereto agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”) with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act and to take any and all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) Parent shall prepare and submit, or shall cause to be prepared and submitted, within five (5) Business Days of the date hereof, to the Commissioner of Competition a request for an advance ruling certificate to be issued pursuant to Section 102 of the Competition Act (Canada) (the “Canadian Competition Act”). (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.4(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or any other foreign filings and any amendments to any thereof and (ii) using Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the other Party as promptly make as reasonably practicable all information required regulatory for any application or other filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Party of any substantive communication received by such party from, or given by such party to, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and applications communications between them and the FTC, the DOJ, or any other Governmental Entity with respect to the transactions contemplated by this Agreement; (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by the DOJ, FTC, or by any other Governmental Entity in respect of such registrations, declarations and filings or such transactions; and (v) permit the other Party to review any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other Party’s reasonable comments in connection with, any communication, meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person. Parent may, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), withdraw the HSR Filing one or more times and shall refile on a date agreed upon between outside counsel for Parent and the Company. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Antitrust Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) No Party shall independently participate in any substantive meeting or communication with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to Section 6.4(a) or Section 6.4(b) without giving the other Parties sufficient prior notice of the meeting (to the extent reasonably practicable) and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate in such substantive meeting or communication. Parent shall, and shall cause its HSR Affiliates and subsidiaries to, take any and all steps necessary to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment issued pursuant to any Antitrust Law that would prevent, prohibit, restrict or materially delay the consummation of the Closing, so as to enable the Parties to consummate the Closing expeditiously (but in no event later than the End Date), including, but without limitationlimiting the foregoing, responding promptly (i) proposing, negotiating, committing to requests for further information and effecting, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, or license of any assets, properties, products, rights, services or businesses of Parent, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company or its subsidiaries or any interest therein and (ii) otherwise taking or committing to obtain all licensestake actions that would limit Parent’s, permitsParent’s subsidiaries, consentsParent’s HSR Affiliates, approvalsor the Company’s or its subsidiaries’ freedom of action with respect to, authorizationsor its or their ability to retain any assets, qualifications and orders properties, products, rights, services or businesses of governmental authorities and parties Parent, Parent’s subsidiaries, Parent’s HSR Affiliates, or the Company or its subsidiaries or any interest or interests therein. Notwithstanding anything to contracts with the contrary herein or otherwise, in no event shall Parent, Parent’s subsidiaries or Parent’s HSR Affiliates be required to take any steps or actions (including any sale, divestiture, disposition, or license of any assets, properties, products, rights, services or businesses of Parent, Parent’s subsidiaries, the Company or the Company’s subsidiaries or, in each case, any interest therein) that, individually or in the aggregate, would represent or result in a loss of more than $80,500,000 of the recurring monthly revenues of Parent, Parent’s subsidiaries, the Company and the Company’s subsidiaries taken as a whole; provided, that, notwithstanding the foregoing, Parent, Parent’s subsidiaries and Parent’s HSR Affiliates shall not be required under any circumstances to, directly or indirectly, sell (or agree to sell), whether by merger, consolidation, operation of law, asset sale or license, sale of equity interests or otherwise, the Whole of the P1 Business. Parent and Merger Sub shall not be required to agree to any amendment to, or waiver under this Agreement. The Company shall, and shall cause its subsidiaries as to, agree to make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or implement any other remedy, requirement, obligation, condition or restriction related to the conduct of it and its subsidiaries’ businesses (in each case solely to the extent implementation and effectiveness of such actions are contingent upon the Closing) pursuant to this Section 6.4(c) to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement if and to the extent instructed in writing by Parent. For the avoidance of doubt, the Company shall not, and shall cause its subsidiaries not to, make or effect any divestitures, dispositions, or licenses of any assets, properties, products, rights, services or businesses, or agree to implement any other remedy, requirement, obligation, condition or restriction related to the conduct of it and its subsidiaries’ businesses pursuant to this Section 6.4(c), unless so instructed in writing by Parent in order to resolve any Governmental Entity’s objections to or concerns about the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein or otherwise, nothing in this Section 6.4 shall limit a Party’s right to validly terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c). (d) Subject to the obligations under Section 6.4(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, (i) each of Parent, Merger Sub and the Company shall, and Parent shall cause each member of the Parent Group to, cooperate in all material respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) Parent and Merger Sub must defend, at their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Neither Parent nor Merger Sub nor any of their HSR Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary for to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement and Agreement; or (iii) materially increase the risk of not being able to fulfill the conditions to the Offer and the Merger. In case at remove any time after the Effective Time any further action is necessary such order on appeal or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary actionotherwise. (bf) The Company Notwithstanding the foregoing, commercially and/or competitively sensitive information and Parent each shall keep materials of a Party will be provided to the other apprised of Party on an outside counsel-only basis while, to the status of matters relating extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawParty. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ADT Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement and the Transaction Documents, each of the parties hereto Parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of governmental authorities waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and its subsidiaries Company Subsidiaries, in each case as are set forth on Section 7.09 of the Company Disclosure Schedule, necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer Transactions; provided that this Section 7.09 shall not apply to Antitrust Laws, the filings, applications, consents, approvals, clearances, actions and other matters for which the Mergerprovisions of Section 7.13 shall apply. In case case, at any time after the Effective Time Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party shall consult with one another as to such action. In accordance with the terms and subject to the conditions of this Agreement shall and the Transaction Documents, the Parties agree to use their reasonable best efforts to take take, or cause to be taken, all such necessary actionactions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Closing set forth in Article VIII to be satisfied. (b) The Company and Parent each Each of the Parties shall keep the each other apprised of the status of matters relating to completion of the transactions contemplated herebyTransactions, including promptly furnishing notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of notices all material correspondence, filings or other communications received by Parent or the Companycommunications, as the case may beincluding any documents, information and data contained therewith, between them or any of their subsidiariesRepresentatives, from on the one hand, and any Governmental Authority Authority, on the other hand, with respect to this Agreement and the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawTransactions. (c) Without limiting Prior to the generality of the undertakings pursuant Closing, Parties shall use reasonable best efforts to this Section 6.10: (i) Parent agrees to, if necessary cause Irish Holdco to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) qualify as “foreign private issuer” as such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action term is defined under Exchange Act Rule 3b-4 and to hold separate maintain such assets status through the Closing and business pending such divestiture, but only if immediately after the amount of such assets and businesses would not be material Closing. (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (iid) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to Irish Holdco shall use its reasonable best efforts to take promptly any and all steps (including solicit from the appeal thereof, the posting of Irish Takeover Panel a bond or the taking rebuttal of the steps contemplated by clause presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules that each of the directors of Irish Holdco is Acting in Concert with each Associated Company at least sixty (60) days prior to any such director of Irish Holdco acquiring Equity Interests of Irish Holdco, provided that this Section 7.09(d) will not apply for any directors of Irish Holdco who have a material relationship with an Associated Company but only as regards the Associated Company with which the director has a material relationship. (e) Irish Holdco shall procure that the terms of appointment of any person appointed to the Irish Holdco Board shall include (i) an obligation for the director, for as long as the presumption in Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules applies to such director vis a vis any Associated Company and has not been rebutted to the satisfaction of the Irish Takeover Panel, to secure the consent in writing of Irish Holdco prior to acquiring any Equity Interests of Irish Holdco and (ii) a commitment from the director that they will fully co-operate with Irish Holdco and take all action reasonably necessary or appropriate for the purposes of soliciting from the Irish Takeover Panel a rebuttal of the presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules as described in Section 7.09(d) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofAgreement.

Appears in 1 contract

Samples: Business Combination Agreement (Project Energy Reimagined Acquisition Corp.)

Further Action; Reasonable Best Efforts. (a) Upon Section 6.5.1 Subject to the terms and subject to the conditions hereofof this Agreement, including Section 6.4, each of the parties hereto Party shall use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by hereby, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than 10 Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act) all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Merger and the other transactions contemplated hereby and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Entity relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and (ii) preparing and filing, as soon as practicable, any form or report required by any other Governmental Entity relating to any Regulatory Approval, (b) taking all actions necessary to cause all conditions set forth in Article 7 (including but not limited to (i) cooperation in the preparation and filing prompt termination of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings waiting period under the HSR Act (including any extension of the initial 30 day waiting period thereunder)) to be satisfied as soon as practicable, (c) defending any lawsuits or other foreign filings and any amendments legal, regulatory or other proceedings to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for which it is a party challenging or affecting this Agreement or the consummation of Merger and the other transactions contemplated by this Agreement hereby and (d) executing and delivering any additional instruments necessary to consummate the Merger and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to fully carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. Section 6.5.2 Each Party shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Subject to applicable Law, Parent and the Company shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all the information relating to the other and each of their respective Subsidiaries and Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. Section 6.5.3 Each Party shall (a) subject to Section 6.5.4 below, respond as promptly as reasonably practicable to any inquiries received from the FTC or the Antitrust Division and to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with Regulatory Approvals and antitrust matters, (b) The Company and Parent each shall keep not extend any waiting period or agree to refile under the other apprised of HSR Act (except with the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld or delayed) and (c) not enter into any agreement with the FTC or the Antitrust Division agreeing not to consummate the Merger and the transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in . Section 6.5.4 In connection with and without limiting the foregoing, each Party shall, subject to applicable Law and except as prohibited by any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf applicable representative of any party hereto 38 34 in connection with proceedings under or relating applicable Governmental Entity: (a) promptly notify the other Parties of any written communication to that Party from the HSR Act FTC, the Antitrust Division, any State Attorney General or any other antitrust law. Governmental Entity, including regulatory authorities, and permit the other Parties to review in advance (cand to consider any comments made by the other Parties in relation to) Without limiting the generality any proposed written communication to any of the undertakings pursuant foregoing, (b) not participate in or agree to this Section 6.10: (i) Parent agrees to, if necessary to prevent participate in any substantive meeting or discussion with any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking Entity in respect of any other action restrainingfilings, enjoining investigation or otherwise prohibiting the Offer or the Mergerinquiry concerning this Agreement, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated hereby unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate thereat and (c) furnish the other Parties with copies of all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) between them and its Affiliates and their respective representatives on the one hand, and any Governmental Entity, including any regulatory authority, or members or their respective staffs on the other hand, with respect to this Agreement, to use its reasonable best efforts to take promptly any the Merger and all steps (including the appeal thereof, the posting of a bond or the taking of the steps other transactions contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofhereby.

Appears in 1 contract

Samples: Merger Agreement (Guitar Center Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) at the reasonable request of any other party hereto, execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the OpCo Merger, the Blocker Mergers and the other Transactions and (ii) use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions Transactions, to satisfy the conditions to the obligations to consummate the OpCo Merger and the Blocker Mergers, to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement as soon as practicableAgreement, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, waivers, approvals, authorizations, qualifications and orders Orders of governmental authorities and parties to contracts with the Company and its subsidiaries Governmental Authorities as are necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer OpCo Merger and the MergerBlocker Mergers, including all necessary pre-Closing and post-Closing filing or notification requirements applicable under any state laws applicable to entities engaged in the Company’s business. In case case, at any time after the Blocker Mergers Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. The Company shall be responsible for, (i) as promptly as practicable, providing the notices and seeking approvals of the Governmental Authorities listed in Section 7.07(a) of the Company Disclosure Schedule (with respect to any such approval to the extent an approval is required by the terms of such state licensing requirements) and (ii) providing Acquiror or its designee progress reports on such notices and approvals periodically and upon the reasonable request of Acquiror. The Company shall use commercially reasonable efforts to provide all such notices and obtain all such approvals as soon as practicable after the date of this Agreement. (b) The In furtherance and not in limitation of Section 7.07(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable and no later than ten (10) Business Days after the date of this Agreement, the Company and Parent Acquiror each shall file with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report From as required by the HSR Act. The applicable filing fees with respect to any and all notifications required under the HSR Act in order to consummate the transactions contemplated in this Agreement shall be paid by Acquiror. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, to the extent permitted by applicable Law use its commercially reasonable efforts to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other apprised parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the status of matters relating to completion Transactions; (iii) permit a Representative of the transactions contemplated herebyother parties and their respective outside counsel to review any communication given by it to, including promptly furnishing and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is unable to participate in or attend any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with copies respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of notices any memoranda, white papers, filings, correspondence or other written communications received explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by Parent any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the Companyapproval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other Order, decree or ruling or statute, rule, regulation or executive Order that would adversely affect the ability of the parties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (cd) Without limiting Notwithstanding the generality of the undertakings pursuant foregoing, Acquiror shall use its commercially reasonable efforts (including by enforcing its rights under the Subscription Agreements to this Section 6.10: (icause the PIPE Investors to comply with their obligations thereunder) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or consummate the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger Private Placement in accordance with the terms Subscription Agreements, and upon the reasonable request of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereofAcquiror, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend Company shall cooperate with Acquiror in such Order so as to permit such consummation as promptly as practicable after the date hereofefforts.

Appears in 1 contract

Samples: Business Combination Agreement (Spartan Acquisition Corp. II)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicableAgreement, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make effect all required regulatory filings necessary registrations and applications including, without limitation, responding promptly filings. Each of the parties hereto will furnish to requests for further the other parties such necessary information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and reasonable assistance as such other parties to contracts may reasonably request in connection with the Company foregoing and its subsidiaries as are necessary for will provide the consummation other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, and the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Mergerhereby. In case at any time after the Effective Time Closing any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Company, including any successor, shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (b) The Company Parent and Parent each NGC shall keep the other apprised of the status of matters relating use their respective reasonable best efforts to completion of the transactions contemplated herebyresolve such objections, including promptly furnishing the other with copies of notices or other communications received by Parent or the Companyif any, as the case may be, or any of their subsidiaries, from any Governmental Authority be asserted with respect to the Offer transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, Parent and NGC shall, as soon as practicable, file Notification and Report Forms under the HSR Act (as defined below) with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Merger Antitrust Division for additional information or documentation; and Parent and NGC shall use their reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorization relating to any Competition Law that is required for the consummation of the other transactions contemplated by this Agreement; provided, however, that the foregoing shall not obligate Parent or NGC to take any action which would have a material adverse effect on the International Assets. The parties hereto will consult "Competition Laws" means statutes, rules, regulations, orders, decrees, administrative and cooperate with one anotherjudicial doctrines, and consider in good faith other laws that are designed or intended to prohibit, restrict or regulate actions having the views purpose or effect of one another in connection with any analysesmonopolization, appearanceslessening of competition or restraint of trade and includes the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to as amended (the "HSR Act or any other antitrust lawAct"). (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (NGC Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to obtain the Financing. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, subject to applicable Laws and any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entity (except for filings available publicly on the SEC’s XXXXX system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby; provided that neither party is obligated to share any document submitted to a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business. (b) Each of Parent, Merger Sub I, Merger Sub II and the Company shall use their respective reasonable best efforts and shall cooperate with the other parties to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, including but not limited to (i) cooperation in the preparation file Notification and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and file any voluntary filings or other foreign filings and any amendments notifications required to any thereof be filed under (i) the EC Merger Regulation with the European Commission and (ii) using its the Exon-Xxxxxx Amendment with CFIUS, and in each case shall use reasonable best efforts to respond as promptly make as practicable to all required regulatory filings inquiries received from the FTC, the Antitrust Division, the European Commission or CFIUS for additional information or documentation. Each party acknowledges that its goal is to file the Notification and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders Report Forms within 15 Business Days after the date of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill file the conditions notifications to be filed under the Offer Exon-Xxxxxx Amendment within 20 Business Days after the date of this Agreement, and that if it does not file such forms within such period, its senior executives shall discuss the Merger. reasons for the failure to meet such goal with the senior executives from the other party. (c) In case at any time after the Merger I Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and and/or directors of each party the Surviving Corporation shall take or cause to this Agreement shall use their reasonable best efforts to take be taken all such necessary action. (bd) The Company and Parent each shall keep the other apprised Each of the status parties hereto shall use reasonable best efforts to prevent the entry of, and to cause to be discharged or vacated, any order or injunction of matters relating to completion a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the transactions contemplated herebyMergers. (e) Notwithstanding the foregoing provisions of this Section 5.5, including promptly furnishing the other with copies none of notices Parent, Merger Sub I or other communications received by Parent Merger Sub II shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the Companyimposition of any other condition or restriction with respect to) any assets or operations of Parent, as the case may be, Merger Sub I or Merger Sub II or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger respective affiliates or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith respective businesses of the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act Company or any of its Subsidiaries, including the Company Assets or the Company IP Rights, in each case, which constitutes a Burdensome Condition. “Burdensome Condition” means any requirement, condition or restriction that, individually or in the aggregate with all other antitrust law. (c) Without limiting the generality of the undertakings pursuant requirements, conditions and restrictions, is reasonably likely to this Section 6.10: (i) Parent agrees tobe materially burdensome to Parent, if necessary (ii) be materially burdensome to prevent any Governmental Authority from taking steps to obtainthe Company, (iii) materially diminish the value of Parent’s business or from issuing, any order, injunction, decree, judgment or ruling or (iv) materially diminish the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such value of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology ’s business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Veritas DGC Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement and the Transaction Documents, each of the parties hereto Parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of governmental authorities waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and its subsidiaries Company Subsidiaries, in each case as are set forth on Section 7.08 of the Company Disclosure Schedule necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and Transactions. If after the Mergerdate hereof, any consents, authorization or approvals under any Material Contracts or Company Permits that were not made available as of the date hereof are identified by a Party, the Parties shall consider in good faith whether such Company Permits or Material Contracts should be included on Section 7.08 of the Company Disclosure Schedule. In case case, at any time after the Effective Time Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party Party shall consult with one another as to such action. In accordance with the terms and subject to the conditions of this Agreement shall and the Transaction Documents, the Parties agree to use their reasonable best efforts to take take, or cause to be taken, all such necessary actionactions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Closing set forth in Article VIII to be satisfied. (b) The Company and Parent each Each of the Parties shall keep the each other apprised of the status of matters relating to completion of the transactions contemplated herebyTransactions, including promptly furnishing notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party to this Agreement shall agree to participate in any meeting, or video or telephone conference, with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting or conference. Subject to the terms of the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of notices all material correspondence, filings or other communications received by Parent or the Companycommunications, as the case may beincluding any documents, information and data contained therewith, between them or any of their subsidiariesRepresentatives, from on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with respect or intended to the Offer delay its action on requests for a consent or the Merger or any consummation of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust lawTransactions. (c) Prior to the Closing, Parties shall use reasonable best efforts to cause Irish Holdco to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing and immediately after the Closing. (d) SPAC shall use reasonable best efforts (which shall include seeking specific performance of the Subscription Agreements if required) to (i) consummate at least one (1) Business Day prior to the SPAC Merger Effective Time the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements; (ii) satisfy in all material respects all conditions and covenants applicable to them in the Subscription Agreements and otherwise comply in all material respects with their obligations thereunder; (iii) in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate the transactions contemplated by the Subscription Agreements at least one (1) Business Day prior to the SPAC Merger Effective Time; (iv) confer with the Company regarding timing of the PIPE Closing Date (as defined in the Subscription Agreements); (v) deliver notices to the Investors at least five (5) Business Days prior to the Closing to cause them to fund their obligations at least three (3) Business Days prior to the date that the Closing is scheduled to occur pursuant to Section 3.1 of the Subscription Agreement and (vi) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions whose satisfaction is controlled by the Parties or any of their Affiliates and other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable Investors to pay the amounts owed as set forth in the Subscription Agreements in accordance with their terms. Without limiting the generality of the undertakings pursuant to this Section 6.10foregoing, SPAC shall give the Company and the Sellers prompt written notice: (iA) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any request from an Investor for any amendment to its Subscription Agreement (other action restraining, enjoining than as a result of any assignments or transfers contemplated therein or otherwise prohibiting permitted thereby); (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any Investor under its Subscription Agreement, to the Offer extent known by such Party; and (C) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any Investor under its Subscription Agreement or any related agreement. The Parties shall deliver all notices they are required to deliver under the Merger, offer to accept an Subscription Agreements on a timely basis in order to divest cause the PIPE Investors to consummate the PIPE Investment at least one (or enter into a consent decree or other agreement giving effect thereto1) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation Business Day prior to the combined assets SPAC Merger Effective Time. (e) SPAC shall not amend, modify or revenues waive any provisions of any Subscription Agreement without the prior written consent of the Company and its subsidiaries the Sellers; provided, that any amendment, modification or waiver that is solely ministerial in nature or otherwise immaterial, and, in each case, that does not affect any economic or any other material term, shall not require the prior written consent, so long as SPAC has provided to the Company and Parent's fluid technology businessthe Sellers no less than two (2) Business Days after such amendment, taken as a whole); and modification or waiver has become effective written notice of such amendment, modification or waiver, it being understood, but without limiting the foregoing, that it shall be deemed material if any amendment, modification or waiver (i) reduces the Private Placement Amount or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions in any material respect to the receipt of the Private Placement. (f) Prior to the Closing Date, ADSH and the Company shall not amend, modify or terminate the Affiliate Contracts set forth in Section 4.19 of the Companies Disclosure Schedule relating to the performance of administrative and back-office functions of the Company, and ADSH shall continue to perform such services as requested by the Company in accordance with such Affiliate Contracts. ADSH will continue to provide the services contemplated by each such Affiliate Contracts for the duration of any such Affiliate Contract, unless requested by the Company to terminate any such services prior to the termination of an Affiliate Contract in accordance with its terms. The fees payable by the Company under such Affiliate Contracts will be adjusted as of the Closing Date to market standard compensation to be mutually agreed in good faith by the parties to such Affiliate Contracts. Furthermore, ADSH, the Company and Parent Irish Holdco will cooperate with each agree other to contest enable the Company (or vendors retained by the Company) to perform such administrative and resist any action seeking back-office functions for the Company prior to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation the termination of the Offer or applicable Affiliate Contract. (g) Each of SPAC, Irish Holdco, ADSH and the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to Company will use its reasonable best efforts to take promptly any agree on suitable management service agreements with Xx. Xxxxxx Xxxxxxx and all steps Xx. Xxxxxx Xxxx as officers of Irish Holdco following Closing. (including h) Irish Holdco shall use its best efforts to solicit from the appeal thereof, the posting of Irish Takeover Panel a bond or the taking rebuttal of the steps contemplated by clause presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules that each of the directors of Irish Holdco is Acting in Concert with each Associated Company at least sixty (60) days prior to any such director of Irish Holdco acquiring an Interest in Securities of Irish Holdco, provided that this Section 7.08(h) will not apply for any directors of Irish Holdco who have a material relationship with an Associated Company but only as regards the Associated Company with which the director has a material relationship. (i) Irish Holdco shall procure that the terms of appointment of any person appointed to the Irish Holdco Board shall include (i) an obligation for the director, for as long as the presumption in Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules applies to such director vis a vis any Associated Company and has not been rebutted to the satisfaction of the Irish Takeover Panel, to secure the consent in writing of Irish Holdco prior to acquiring any Interest in Securities of Irish Holdco and (ii) a commitment from the director that they will fully co-operate with Irish Holdco and take all action reasonably necessary or appropriate for the purposes of soliciting from the Irish Takeover Panel a rebuttal of the presumption in Rule 3.3(b)(ii) of the Irish Takeover Rules as described in section 7.08(h) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofAgreement.

Appears in 1 contract

Samples: Business Combination Agreement (European Sustainable Growth Acquisition Corp.)

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions to file, or cause to be filed, all documents and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, permits or orders from all Governmental Authorities or other Persons. In furtherance and not in limitation of the foregoing, each party hereto agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as soon promptly as practicablepracticable after the date hereof and to make, including but not limited or cause to (i) cooperation in the preparation and filing of the Offer Documentsbe made, the Schedule 14D- 9filings and authorizations, the Proxy Statementif any, any required filings under the HSR Act or Other Antitrust Laws of jurisdictions other foreign filings than the United States as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further additional information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case documentary material that may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating be requested pursuant to the HSR Act or any the Other Antitrust Laws of jurisdictions other antitrust law. (c) Without limiting than the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets United States and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and or cause to be taken all steps (including other actions necessary, proper or advisable consistent with this Section 6.09 to cause the appeal thereofexpiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Without limiting the foregoing, the posting of a bond or the taking parties shall request and shall use reasonable best efforts to obtain early termination of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after waiting period under the date hereofHSR Act.

Appears in 1 contract

Samples: Merger Agreement (Open Solutions Inc)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) at the request of the other party hereto, execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the First Merger, the Second Merger and the other Transactions and (ii) use its reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions Transactions, to satisfy the conditions to the obligations to consummate the First Merger and the Second Merger, to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement as soon as practicableAgreement, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9without limitation, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permitsPermits, consents, waivers, approvals, authorizations, qualifications and orders Orders of governmental authorities Governmental Authorities and third parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer First Merger and the Second Merger, including, (A) all necessary pre-Closing and post-Closing filing or notification requirements applicable under any state or federal alcoholic beverage control, lottery, tobacco Laws and regulations, including change in control approval requirements under Laws and (B) the third-party consents, approvals and authorizations as set forth on Section 7.01(g) of the Company Disclosure Schedule. In case If, at any time after the Second Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company In furtherance and Parent each shall keep not in limitation of Section 6.09(a), to the other apprised extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of the status monopolization or restraint of matters relating to completion of the transactions contemplated herebytrade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly furnishing the other with copies of notices make any required filing or other communications received by Parent or the Companyapplication under Antitrust Laws, as the case may be, or any of their subsidiaries, from any Governmental Authority applicable. The applicable filing fees with respect to any and all notifications required under the Offer or HSR Act in order to consummate the Merger or any of Transactions shall be paid by the other transactions contemplated by this AgreementCompany. The parties hereto will consult agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with one another, and consider in good faith the views of one another each other party or its Affiliates in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions filing or submission and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under any investigation or relating other inquiry, including any proceeding initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the HSR Act extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other antitrust lawparties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. (c) Without limiting No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the generality approval of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining required filings or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofapplications under Antitrust Laws.

Appears in 1 contract

Samples: Business Combination Agreement (Haymaker Acquisition Corp. II)

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby as promptly as practicable and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement as soon promptly as practicablepracticable after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Antitrust Laws and use its reasonable best efforts to take or cause to be taken all actions necessary, including but not limited proper or advisable consistent with this Section 6.6 to (i) cooperation in cause the preparation and filing expiration or termination of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings applicable waiting periods under the HSR Act or other foreign filings and any amendments to any thereof Antitrust Laws as soon as practicable, and (ii) using its reasonable best efforts Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of governmental authorities and state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts Contracts material to the Company's or its Subsidiaries' business in connection with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to fulfill the conditions obtain timely any such consents, permits, authorizations, approvals or waivers. Subject to the Offer terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall (1) promptly notify the other party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party's reasonable comments; (3) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Merger. In case at , provided, however, that any time after materials may be redacted before being provided to the Effective Time any further action is necessary or desirable other party (i) to carry out remove references concerning the purposes valuation of this AgreementParent, the proper officers Company, or any of their Subsidiaries, (ii) financing arrangements, (iii) as necessary to comply with contractual arrangements, and directors (iv) as necessary to address reasonable privilege or confidentiality. Each of each the Company and Parent shall promptly notify the other party if such party becomes aware that any third party has any objection to this Agreement the Merger on antitrust or anti-competitive grounds. (b) The parties shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received resolve any objections that may be asserted by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority Person with respect to the Offer transactions contemplated by this Agreement under Antitrust Laws or other applicable Law in order to enable the Merger transactions contemplated by this Agreement to be consummated as promptly as practicable. In connection therewith, if any Action is pending or threatened challenging the transactions contemplated by this Agreement as inconsistent with or violative of any of Antitrust Law or other applicable Law, the other parties shall cooperate and use reasonable best efforts to vigorously contest and resist any such Action, and to have vacated, reversed or overturned any Governmental Order under any Antitrust Law that is in effect and that prohibits, delays or restricts the transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting Notwithstanding anything to the generality of contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the undertakings pursuant to this Section 6.10: Merger, (i) without the prior written consent of Parent, none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent agrees tonor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, if necessary make any commitment or to prevent incur any Governmental Authority from taking steps liability or other obligation. (d) Nothing in this Agreement shall obligate the Company, Parent, Merger Sub or any of their respective Affiliates to obtain(i) limit in any manner whatsoever or not exercise any rights of ownership of any securities (including the Shares), or from issuingdivest, dispose of or hold separate any ordersecurities or all or a portion of their respective businesses, injunctionassets or properties or of the business, decree, judgment assets or ruling properties of the Company or the taking any of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest its Subsidiaries (or enter into a consent decree or other agreement giving effect thereto) such agree to do any of the Company's or Parent's assets and business as may be necessary to forestall such orderforegoing), decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if (ii) limit in any manner whatsoever the amount ability of such assets and entities (A) to conduct their respective businesses would not be material (measured in relation to the combined or own their respective businesses, assets or revenues properties or to conduct the businesses or own the businesses, properties or assets of the Company and its subsidiaries Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and Parent's fluid technology its Subsidiaries (or agree to do any of the foregoing) or (iii) take or agree to take any other action or agree to any other limitation or restriction, that (in the case of clause (i), (ii) or (iii) above) could reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of either (1) Parent and its Affiliates, taken as a whole), or (2) any of the Company's Printed Products, Software & Services or Scantron business segments; and (ii) provided, however, that the Company and Parent each shall be obligated to take or agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that take any such temporary action or preliminary Order agree to any such limitation or restriction to the extent requested in writing by Parent, provided that the effectiveness of any such action or agreement is entered in any proceeding that would make consummation of contingent upon the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofClosing.

Appears in 1 contract

Samples: Merger Agreement (M & F Worldwide Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities, including the approvals set forth on Section 11.01(d) of the Alvarium Disclosure Schedule, Section 11.01(d) of the TWMH Disclosure Schedule and Section 11.01(d) of the TIG Disclosure Schedule and parties to contracts with the Companies and their respective Company and its subsidiaries as are Subsidiaries necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and the MergerTransactions. In case case, at any time after the Umbrella Merger Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary lawful action. (b) The Company and Parent each Each of the Parties shall keep the each other apprised of the status of matters relating to completion of the transactions contemplated herebyTransactions, including promptly furnishing notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the fullest extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreements, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreements, the Parties will provide each other with copies of notices all material correspondence, filings or other communications received by Parent or the Companycommunications, as the case may beincluding any documents, information and data contained therewith, between them or any of their subsidiariesRepresentatives, from on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Offer Transactions. No Party shall take or the Merger or cause to be taken any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent action before any Governmental Authority from taking steps that is inconsistent with or intended to obtain, or from issuing, any order, injunction, decree, judgment or ruling delay its action on requests for a consent or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofTransactions.

Appears in 1 contract

Samples: Business Combination Agreement (Cartesian Growth Corp)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperation in the preparation and filing of the Offer Documentsincluding, the Schedule 14D- 9without limitation, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and third parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement 30 Transactions and to fulfill the conditions to the Offer and the Merger. Without limiting the foregoing, each of the parties shall use its reasonable best efforts to (a) make or cause to be made the applications or filings required to be made by Parent, Purchaser or the Company or any of their respective Subsidiaries under or with respect to the HSR Act in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions as promptly as is reasonably practicable, and in any event within ten (10) Business Days after the date of this Agreement, (b) comply at the earliest practicable date with any request under or with respect to the HSR Act for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in connection with such applications or filings or the Transactions and (c) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with the Transactions under the HSR Act. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers of Parent and directors of each party to this Agreement the Surviving Corporation shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues of the Company and its subsidiaries and Parent's fluid technology business, taken as a whole); and (ii) the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Criticare Systems Inc /De/)

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each Each of the parties hereto shall agrees to use its commercially reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions and, including but not limited to (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof and (ii) using its reasonable best efforts to promptly make all required regulatory filings obtain from Governmental Authorities and applications includingthird parties any consents, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders required to be obtained by Parent or the Company or any of governmental authorities and parties to contracts their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement. (b) Prior to the Effective Time, the Company shall (and shall cause each of its Subsidiaries to) use its commercially reasonable efforts, upon the reasonable request of Parent or Merger Sub and at Parent’s or Merger Sub’s sole cost and expense (and if such costs or expenses are first paid by the Company or any Subsidiary, Parent or Merger Sub shall promptly reimburse the Company or such Subsidiary for such costs and expenses upon request), to cooperate with Parent in connection with Parent’s arranging its debt financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or Company Subsidiary), including, but not limited to: (i) if requested by Parent, making the Company’s and its subsidiaries as are necessary Subsidiaries’ officers available to attend ratings agency meetings, to the arrangers of such financings and to Parent’s existing and potential lenders, (ii) providing such information reasonably requested by Parent or the arrangers of such financing and existing and potential lenders (including information reasonably requested to be included in the materials contemplated by the Debt Financing Commitments), (iii) providing (when available) interim unaudited financial statements for each quarterly period ended prior to the consummation Closing Date since the date of the transactions latest audited financial statements, and (iv) providing to the holders of Indebtedness existing as of the Closing Date all such notifications (including redemption notices), certificates and other information as may be required by the instruments governing such Indebtedness and requests for payoff letters in order to effect the payoff of such Indebtedness and the release of any liens securing such Indebtedness concurrently with the Closing as contemplated by Section 2.02(c)(i). Notwithstanding any cooperation provided to Parent and Merger Sub by the Company with respect to financing pursuant to this Section 6.04, each of Parent and Merger Sub agrees and acknowledges that the Closing of the Transactions shall not be subject to any financing contingency or to the receipt of debt financing by Parent or Merger Sub. (c) As soon as practicable after the date of this Agreement (and in any event no later than 10 days after the date of this Agreement), each of the parties hereto agrees to file the notifications and other information, if any, required to be filed pursuant to the HSR Act with respect to the Transactions contemplated by this Agreement and to fulfill the conditions supply as promptly as practicable to the Offer appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act, and in connection therewith, each party shall (i) promptly notify the other party of any material communication between that party and any Governmental Authority; and (ii) not participate or agree to participate in any substantive meeting or discussion with any Governmental Authority unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate in such meeting or discussion. (d) Subject to appropriate confidentiality protections, each of Parent and the MergerCompany shall (i) have the right to review and approve in advance drafts of all applications, notices, petitions, filings, communications and other documents submitted or exchanged with any Governmental Authority made or prepared in connection with the items described in clauses (a) and (c) above or otherwise in connection with this Agreement and the Transactions, which approval shall not be unreasonably withheld or delayed, (ii) cooperate with each other in connection with the making of all such filings or communications, (iii) furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings or material communications made by or between such party and any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions. (e) The Company shall use its commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In case at the event that the Company shall fail to obtain any time of their respective third party consent described above, the Company shall use its reasonable commercial efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company and Parent and their respective businesses resulting, or which would reasonably be expected to result, after the Effective Time Time, from the failure to obtain such consent. In addition, at the request of Parent, the Company shall use its commercially reasonable efforts to assist Parent in obtaining (A) any further action estoppel certificates from any ground lessor under the ground leases underlying the Leased Properties, and (B) customary “comfort” letters from any franchisors or licensors under any franchise or license agreements to which the Company or any Subsidiary is necessary or desirable a party. (f) Notwithstanding anything to carry out the purposes of contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the proper officers Merger or any other Transaction, (i) without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such person and directors (ii) none of Parent, the Company, Merger Sub or their respective Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability or other obligation. (g) Each of the Company and its Subsidiaries will, and will cause each party of its Representatives to, use its reasonable efforts, subject to applicable Laws, to cooperate with and assist Parent and Merger Sub in connection with planning the integration of the Company and its Subsidiaries and their respective employees with the business operations of Parent and its Subsidiaries. (h) Notwithstanding anything to the contrary in this Agreement, in connection with Section 6.04(a), nothing in this Agreement shall use require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interests therein of the Company or Parent or any of their reasonable best efforts Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company or any of its Affiliates of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company to take all such necessary action. (b) The Company and Parent each shall keep the other apprised any of the status foregoing actions) or to agree to any changes to (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of matters relating the ability of the Company or Parent or any of their Affiliates to completion own or operate, any such assets, licenses, operations, rights, product lines, business or interest therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation. With regard to any Governmental Authority or any proceeding by a private party regarding any of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, neither Company or any of its Affiliates, without Parent’s prior written consent, shall discuss or commit to any divestiture or consent decree, discuss or commit to alter their subsidiariesbusinesses or commercial practices in any way, from or otherwise take or commit to take any Governmental Authority action that would limit Parent’s freedom of action with respect to the Offer Company and its Affiliates after the Effective Time, Parent’s ability to retain any assets, licenses, operations, rights, product lines, businesses or the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 6.10: (i) Parent agrees to, if necessary to prevent any Governmental Authority from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest (or enter into a consent decree or other agreement giving effect thereto) such of the Company's or Parent's assets and business as may be necessary to forestall such order, decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if the amount of such assets and businesses would not be material (measured in relation to the combined assets or revenues interest therein of the Company and its subsidiaries and Affiliates or Parent's fluid technology business, taken as a whole); and (ii) ’s ability to receive the Company and Parent each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Offer or the Merger in accordance with the terms full benefits of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Geo Group Inc)

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby as promptly as practicable and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement as soon promptly as practicablepracticable after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Antitrust Laws and use its reasonable best efforts to take or cause to be taken all actions necessary, including but not limited proper or advisable consistent with this Section 6.6 to (i) cooperation in cause the preparation and filing expiration or termination of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, any required filings applicable waiting periods under the HSR Act or other foreign filings and any amendments to any thereof Antitrust Laws as soon as practicable, and (ii) using its reasonable best efforts Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of governmental authorities and state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts Contracts material to the Company’s or its Subsidiaries’ business in connection with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to fulfill the conditions obtain timely any such consents, permits, authorizations, approvals or waivers. Subject to the Offer terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall (1) promptly notify the other party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party’s reasonable comments; (3) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Merger. In case at , provided, however, that any time after materials may be redacted before being provided to the Effective Time any further action is necessary or desirable other party (i) to carry out remove references concerning the purposes valuation of this AgreementParent, the proper officers Company, or any of their Subsidiaries, (ii) financing arrangements, (iii) as necessary to comply with contractual arrangements, and directors (iv) as necessary to address reasonable privilege or confidentiality. Each of each the Company and Parent shall promptly notify the other party if such party becomes aware that any third party has any objection to this Agreement the Merger on antitrust or anti-competitive grounds. (b) The parties shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received resolve any objections that may be asserted by Parent or the Company, as the case may be, or any of their subsidiaries, from any Governmental Authority Person with respect to the Offer transactions contemplated by this Agreement under Antitrust Laws or other applicable Law in order to enable the Merger transactions contemplated by this Agreement to be consummated as promptly as practicable. In connection therewith, if any Action is pending or threatened challenging the transactions contemplated by this Agreement as inconsistent with or violative of any of Antitrust Law or other applicable Law, the other parties shall cooperate and use reasonable best efforts to vigorously contest and resist any such Action, and to have vacated, reversed or overturned any Governmental Order under any Antitrust Law that is in effect and that prohibits, delays or restricts the transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto 38 34 in connection with proceedings under or relating to the HSR Act or any other antitrust law. (c) Without limiting Notwithstanding anything to the generality of contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the undertakings pursuant to this Section 6.10: Merger, (i) without the prior written consent of Parent, none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent agrees tonor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, if necessary make any commitment or to prevent incur any Governmental Authority from taking steps liability or other obligation. (d) Nothing in this Agreement shall obligate the Company, Parent, Merger Sub or any of their respective Affiliates to obtain(i) limit in any manner whatsoever or not exercise any rights of ownership of any securities (including the Shares), or from issuingdivest, dispose of or hold separate any ordersecurities or all or a portion of their respective businesses, injunctionassets or properties or of the business, decree, judgment assets or ruling properties of the Company or the taking any of any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger, offer to accept an order to divest its Subsidiaries (or enter into a consent decree or other agreement giving effect thereto) such agree to do any of the Company's or Parent's assets and business as may be necessary to forestall such orderforegoing), decree, ruling or action and to hold separate such assets and business pending such divestiture, but only if (ii) limit in any manner whatsoever the amount ability of such assets and entities (A) to conduct their respective businesses would not be material (measured in relation to the combined or own their respective businesses, assets or revenues properties or to conduct the businesses or own the businesses, properties or assets of the Company and its subsidiaries Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and Parent's fluid technology its Subsidiaries (or agree to do any of the foregoing) or (iii) take or agree to take any other action or agree to any other limitation or restriction, that (in the case of clause (i), (ii) or (iii) above) could reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of either (1) Parent and its Affiliates, taken as a whole), or (2) any of the Company’s Printed Products, Software & Services or Scantron business segments; and (ii) provided, however, that the Company and Parent each shall be obligated to take or agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit consummation of the Offer or the Merger and in the event that take any such temporary action or preliminary Order agree to any such limitation or restriction to the extent requested in writing by Parent, provided that the effectiveness of any such action or agreement is entered in any proceeding that would make consummation of contingent upon the Offer or the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Offer or the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereofClosing.

Appears in 1 contract

Samples: Merger Agreement (Harland John H Co)

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