Further Action; Reasonable Commercial Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (a) make promptly 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, (b) cooperate and use commercially reasonable efforts to take such action necessary to terminate the agreement set forth on Section 6.8 of the Company Disclosure Schedule, (c) cooperate and use all reasonable efforts to obtain a release from or indemnification regarding the obligations of the Company under the Guaranty of Performance by the Company and Mastek Limited in favor of Bank of New York relating to Carretek LLC, and (d) use its reasonable commercial 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 or otherwise to consummate and make effective the Merger, including, without limitation, using its reasonable commercial efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Merger and to fulfill the conditions to the Merger; provided that neither Merger Sub nor Parent will be required by this Section 6.8 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (i) requires the divestiture of any assets of any of Merger Sub, Parent, the Company or any of their respective subsidiaries or (ii) 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. 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 commercial efforts to take all such action.
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Samples: Merger Agreement (Carreker Corp), Merger Agreement (Checkfree Corp \Ga\)
Further Action; Reasonable Commercial Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (ai) make promptly 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 this Agreement and the MergerMergers, (b) cooperate and use commercially reasonable efforts to take such action necessary to terminate the agreement set forth on Section 6.8 of the Company Disclosure Schedule, (c) cooperate and use all reasonable efforts to obtain a release from or indemnification regarding the obligations of the Company under the Guaranty of Performance by the Company and Mastek Limited in favor of Bank of New York relating to Carretek LLCif required, and (dii) use its reasonable commercial 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 or otherwise to consummate and make effective the MergerMergers, including, without limitation, including using its reasonable commercial efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the its Subsidiaries as are necessary for the consummation of the Merger Mergers and the Contemplated Transactions in order to fulfill the conditions to the Merger; provided Mergers. In the event that neither any Company Party shall fail to obtain any third party consent described above, the Company Parties shall use their reasonable commercial efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company Parties and the Parent Parties and their respective businesses resulting, or which could reasonably be expected to result, after the REIT Merger Sub nor Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, (i) unless required by the applicable agreement, without the prior written consent of Parent will which shall not be unreasonably withheld, conditioned or delayed, 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) none of the Parent Parties 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 incur any liability or other obligation.
(b) Without limiting the generality of the foregoing Section 7.07(a), Parent and the Company shall (i) promptly after the date of this Agreement, prepare and file the notification and report, if any, required to be filed under the HSR Act, and (ii) endeavor in good faith to make, or cause to be made, as soon as reasonably practicable thereafter and after consultation with the other parties, an appropriate response to any inquiries or requests received from the Federal Trade Commission (“FTC”) or the Antitrust Division of the Department of Justice (“DOJ”) for additional information or documentation and any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority in connection with antitrust or competition matters. Each of Parent and the Company shall use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable antitrust Law as soon as practicable. Parent and the Company agree to each pay 50% of any filing fee required to be paid in connection with any filing under the HSR Act. In furtherance and not in limitation of the covenants of the parties contained in the foregoing, if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by this Section 6.8 the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, on the one hand, and the Company, on the other hand, shall take, or cause to take any actionbe taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including entering into taking all such further action as may be necessary to resolve such objections, if any, as the FTC, DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Mergers and the Contemplated Transactions so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Drop Dead Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate orders order or other arrangementsotherwise, that (i) requires the sale, divestiture or disposition of any assets or businesses of any Parent or its Subsidiaries or Affiliates or of Merger Sub, Parent, the Company or its Subsidiaries or Affiliates and (y) otherwise taking or committing to take any of their respective subsidiaries or (ii) limits actions that, after the Closing Date, would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action action, or the Company’s or its Subsidiaries’ or Affiliates’ freedom of action, with respect to, or its ability to retain, one or more of its or its Subsidiaries’ or Affiliates’ business lines, or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the Drop Dead Date; provided, however, that none of Parent or the Company or any of their respective Subsidiaries or Affiliates shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Authority to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or businesses unless such requirement, condition, understanding, agreement or order is binding only in the event that the Closing occurs. Notwithstanding the matters covered by this Sections 7.07(b) above, no party hereto shall be required to provide any other party with copies of confidential documents or information included in its filings and submissions under the HSR Act or any other applicable antitrust Law, and a party hereto may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the parties hereto shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege in a form and substance mutually acceptable to the parties.
(c) Without limiting the generality of the foregoing Section 7.07(a), the Company and the Subsidiaries Operating Partnership shall, prior to the earlier of the REIT Merger Effective Time or any portion thereof or any of Parent’s or its affiliates’ other assets or businesses. 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 Termination Date:
(i) use their reasonable commercial efforts to take obtain the Loan Consents in the form reasonably acceptable to Parent; provided that none of the Company or its Subsidiaries shall be required to spend or incur any expense associated therewith; and
(ii) use their reasonable commercial efforts to cause the Settlement Agreement to have been approved by the United States District Court for the Eastern District of Pennsylvania, and make all payments and perform all other material obligations pursuant to that certain Settlement Agreement.
(d) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.07(a) and (b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, the Company Confidentiality Agreement and the Parent Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such actiondocument or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Mergers and the Contemplated Transactions. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority.
(e) Parent acknowledges that the Company may seek certain Loan Consents and in connection therewith Parent agrees to provide, and shall cause its Subsidiaries to provide, all commercially reasonable cooperation in connection with obtaining any such Loan Consents as may reasonably be requested by the Company. Notwithstanding the foregoing, the Parent Parties acknowledge and agree that, except as set forth on Exhibit I, the consummation of the Mergers and the Contemplated Transactions is not conditioned upon the Company obtaining any such Loan Consents.
(f) Each of the parties hereto agrees to cooperate and use its reasonable commercial efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Mergers, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.
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Further Action; Reasonable Commercial Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (ai) make promptly 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, (b) cooperate Merger and use commercially reasonable efforts to take such action necessary to terminate the agreement set forth on Section 6.8 of the Company Disclosure Schedule, (c) cooperate and use all reasonable efforts to obtain a release from or indemnification regarding the obligations of the Company under the Guaranty of Performance by the Company and Mastek Limited in favor of Bank of New York relating to Carretek LLC, Transactions and (dii) use its reasonable commercial 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 or otherwise to consummate and make effective the MergerMerger and the Transactions, including, without limitation, using its reasonable commercial efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Merger and the Transactions and to fulfill the conditions to the MergerMerger and the Transactions; provided that neither Merger Sub nor Parent will be required by this Section 6.8 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (ix) requires the divestiture of any assets of any of Merger Sub, Parent, the Company or any of their respective subsidiaries or (iiy) 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. 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 commercial efforts to take all such action.
(b) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisers to provide, such cooperation as is reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the Effective Time in respect of the Merger and the Transactions, including (i) participation in meetings, due diligence sessions and road shows, (ii) the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, (iii) the execution and delivery of any commitment or financing letters, solvency certificates, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents and comfort letters and consents of accountants as may be reasonably requested by Merger Sub and taking such other actions as are reasonably required to be taken by the Company in connection with the Financing. Merger Sub agrees that the payment of any fees by the Company in connection with the Financing, other than pursuant to Section 8.3, shall be subject to the occurrence of the Merger. Notwithstanding the foregoing of this Section 6.8(b), (A) the terms and conditions of any of the agreements and other documents referred to in clause (iii) shall be consistent with the terms and conditions of the Financing contemplated by Section 4.4 (or any alternate commitment letter contemplated by Section 6.9(c)), (B) the Company shall be given a reasonable amount of time to review and comment on the terms and conditions of any of the agreements and other documents set forth in clause (iii) prior to the execution of those documents, (C) the terms and conditions of such Financing may not require the payment of any commitment or other fees by the Company or any of its Subsidiaries, or the incurrence of any liabilities by the Company or any of its Subsidiaries, prior to the Effective Time and the obligation to make any such payment shall be subject to the occurrence of the Merger, (D) the Company shall not be required to provide any such assistance which would interfere unreasonably with the business or operations of the Company or its Subsidiaries, and (E) the Company shall not be required to call for prepayment or redemption, or to prepay, redeem and/or renegotiate, as the case may be, any then existing indebtedness of the Company, except to the extent necessary such that the Debt Financing will not cause a default under, breach or conflict with any of the terms of such existing indebtedness.
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Further Action; Reasonable Commercial Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (ai) make promptly 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 this Agreement and the MergerMergers, (b) cooperate and use commercially reasonable efforts to take such action necessary to terminate the agreement set forth on Section 6.8 of the Company Disclosure Schedule, (c) cooperate and use all reasonable efforts to obtain a release from or indemnification regarding the obligations of the Company under the Guaranty of Performance by the Company and Mastek Limited in favor of Bank of New York relating to Carretek LLCif required, and (dii) use its reasonable commercial 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 or otherwise to consummate and make effective the MergerMergers, including, without limitation, including using its reasonable commercial efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the its Subsidiaries as are necessary for the consummation of the Merger Mergers and the Contemplated Transactions in order to fulfill the conditions to the Merger; provided Mergers. In the event that neither any Company Party shall fail to obtain any third party consent described above, the Company Parties shall use their reasonable commercial efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company Parties and the Parent Parties and their respective businesses resulting, or which could reasonably be expected to result, after the REIT Merger Sub nor Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, (i) unless required by the applicable agreement, without the prior written consent of Parent will which shall not be unreasonably withheld, conditioned or delayed, 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) none of the Parent Parties 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 incur any liability or other obligation.
(b) Without limiting the generality of the foregoing Section 7.07(a), Parent and the Company shall (i) promptly after the date of this Agreement, prepare and file the notification and report, if any, required to be filed under the HSR Act, and (ii) endeavor in good faith to make, or cause to be made, as soon as reasonably practicable thereafter and after consultation with the other parties, an appropriate response to any inquiries or requests received from the Federal Trade Commission (“FTC”) or the Antitrust Division of the Department of Justice (“DOJ”) for additional information or documentation and any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority in connection with antitrust or competition matters. Each of Parent and the Company shall use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable antitrust Law as soon as practicable. Parent and the Company agree to each pay 50% of any filing fee required to be paid in connection with any filing under the HSR Act. In furtherance and not in limitation of the covenants of the parties contained in the foregoing, if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by this Section 6.8 the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, on the one hand, and the Company, on the other hand, shall take, or cause to take any actionbe taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including entering into taking all such further action as may be necessary to resolve such objections, if any, as the FTC, DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Mergers and the Contemplated Transactions so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Drop Dead Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate orders order or other arrangementsotherwise, that (i) requires the sale, divestiture or disposition of any assets or businesses of any Parent or its Subsidiaries or Affiliates or of Merger Sub, Parent, the Company or its Subsidiaries or Affiliates and (y) otherwise taking or committing to take any of their respective subsidiaries or (ii) limits actions that, after the Closing Date, would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action action, or the Company’s or its Subsidiaries’ or Affiliates’ freedom of action, with respect to, or its ability to retain, one or more of its or its Subsidiaries’ or Affiliates’ business lines, or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the Drop Dead Date; provided, however, that none of Parent or the Company or any of their respective Subsidiaries or Affiliates shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Authority to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or businesses unless such requirement, condition, understanding, agreement or order is binding only in the event that the Closing occurs. Notwithstanding the matters covered by this Sections 7.07(b) above, no party hereto shall be required to provide any other party with copies of confidential documents or information included in its filings and submissions under the HSR Act or any other applicable antitrust Law, and a party hereto may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the parties hereto shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege in a form and substance mutually acceptable to the parties.
(c) Without limiting the generality of the foregoing Section 7.07(a), the Company and the Subsidiaries Operating Partnership shall, prior to the earlier of the REIT Merger Effective Time or any portion thereof or any of Parent’s or its affiliates’ other assets or businesses. 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 Termination Date:
(i) use their reasonable commercial efforts to take obtain the Loan Consents in the form reasonably acceptable to Parent; provided that none of the Company or its Subsidiaries shall be required to spend or incur any expense associated therewith; and
(ii) use their reasonable commercial efforts to cause the Settlement Agreement to have been approved by the United States District Court for the Xxxxxxx Xxxxxxxx of Pennsylvania, and make all payments and perform all other material obligations pursuant to that certain Settlement Agreement.
(d) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.07(a) and (b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, the Company Confidentiality Agreement and the Parent Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such actiondocument or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Mergers and the Contemplated Transactions. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority.
(e) Parent acknowledges that the Company may seek certain Loan Consents and in connection therewith Parent agrees to provide, and shall cause its Subsidiaries to provide, all commercially reasonable cooperation in connection with obtaining any such Loan Consents as may reasonably be requested by the Company. Notwithstanding the foregoing, the Parent Parties acknowledge and agree that, except as set forth on Exhibit I, the consummation of the Mergers and the Contemplated Transactions is not conditioned upon the Company obtaining any such Loan Consents.
(f) Each of the parties hereto agrees to cooperate and use its reasonable commercial efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Mergers, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.
Appears in 1 contract
Further Action; Reasonable Commercial Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto Party shall (a) make promptly 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, (b) cooperate and use commercially reasonable efforts to take such action necessary to terminate the agreement set forth on Section 6.8 of the Company Disclosure Schedule, (c) cooperate and use all reasonable efforts to obtain a release from or indemnification regarding the obligations of the Company under the Guaranty of Performance by the Company and Mastek Limited in favor of Bank of New York relating to Carretek LLC, and (d) use its reasonable commercial 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 or otherwise laws and regulations to consummate and make effective the Mergertransactions contemplated by this Agreement, includingincluding but not limited to (i) if the Company reasonably determines that the Sale Transaction is subject to Required Shareholder Approval, without limitationcooperating in the preparation and filing of the Proxy Statement, and any amendments thereto, (ii) using its reasonable commercial efforts to make all required regulatory filings and applications and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Entities and third parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Merger transactions contemplated by this Agreement and to fulfill the conditions to the MergerSale Transaction; provided that neither Merger Sub nor Parent will and (iii) cooperating to effect the novation of each Government Contract and Bid which (as set forth in Schedule 3.1(f)) is required to be required by this Section 6.8 to take any actionnovated in accordance with all applicable governmental rules, including entering into any consent decreeregulations and requests, hold separate orders or other arrangementsprovided, however, that (i) requires the divestiture Company shall not be released from any obligations to the Buyer expressly provided for in this Agreement solely by reason of any assets of any of Merger Subsuch novation and further provided that, Parentfollowing the Closing, the Company Company's obligation with respect to the process of continuing to seek such novations shall be to assist Buyer, which shall be primarily responsible for pursuing such novations, to the extent that Buyer reasonable requests such assistance. To the extent practicable in the circumstances and subject to applicable laws, each Party shall provide the other with the opportunity to review any information relating to such Party, or any of their respective subsidiaries its subsidiaries, which appears in any filing made with, or (ii) limits Parent’s freedom of action with respect written materials submitted to, any Governmental Entity in connection with obtaining the necessary regulatory or its ability to retain, non governmental approvals for the Company and consummation of the Subsidiaries or any portion thereof or any of Parent’s or its affiliates’ other assets or businessestransactions contemplated by this Agreement. 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 commercial efforts to take all such necessary action.
Appears in 1 contract
