Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable thereafter, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and any third-party Consents that are necessary, proper or advisable to consummate the Merger, (iii) obtaining the Required Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby.
Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable thereafter, including (i) making all necessary Filings with Governmental Entities or third parties, (ii) obtaining the Required Consents and all other third-party Consents that are necessary, proper or advisable to consummate the Merger, provided, however, that Parent shall not be required to, and the Company shall not without Parent’s prior written consent, make, or commit or agree to make, any concession or payment to, or incur any obligation to, any Person to obtain any such Required Consent or other Consent or make, or commit or agree to make, any such concession or payment to, or incur any such obligation that is not conditioned on the consummation of the Merger, (iii) obtaining the Required Approvals and all other Consents of Governmental Entities that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby.
Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VI to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable, including (i) making all necessary Filings with Governmental Authorities or Third Parties and (ii) requesting early termination of the waiting period under the HSR Act applicable to the transactions contemplated by this Agreement and obtaining the HSR Clearance and all other Consents of Governmental Authorities that are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. The Purchaser Group shall be responsible for 100% of the fees, costs and expenses (except for the fees, costs and expenses of the Seller’s advisors), including any filing fees, associated with any Filings or Consents contemplated by this Section 5.05.
Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each Party shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VI to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable, including (i) making and cooperating with all necessary Filings with Governmental Authorities, (ii) requesting early termination of the waiting period under the HSR Act applicable to the Merger and obtaining the HSR Clearance, the Antitrust Clearances, the French Foreign Investment Clearance and all other Consents of Governmental Authorities that are necessary to consummate the Merger as promptly as reasonably practicable and (iii) executing and delivering any additional instruments that are necessary to consummate the Merger. Parent shall be responsible for one hundred percent (100%) of any filing fees associated with any Filings or Consents contemplated by this Section 5.05.
Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in ARTICLE VI to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable, including (i) making all necessary registrations, declarations, notices or filings (“Filings”) with Governmental Authorities or third parties and (ii) requesting early termination of the waiting period under the HSR Act applicable to the Transactions and obtaining the HSR Clearance and all other consents, waivers and permits (“Consents”) of Governmental Authorities that are necessary to consummate the Transactions as promptly as reasonably practicable. Buyer shall be responsible for 100% of the filing fees associated with any Filings or Consents contemplated by this Section 5.6 (including filing fees under the HSR Act).
Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each Party shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VI to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable, including (i) making and cooperating with all necessary Filings with Governmental Authorities, and (ii) executing and delivering any additional instruments that are necessary to consummate the Merger. Each of the Company and Parent shall be responsible for fifty percent (50%) of any filing fees associated with any Filings or Consents contemplated by this Section 5.05.
Further Actions; Regulatory Approvals; Required Actions. (a) Subject to the terms and conditions of this Agreement, each Party shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and to cooperate with the other Parties in doing, all things necessary to cause the conditions to the Closing set forth in Article VII to be satisfied as promptly as reasonably practicable and to effect the Closing as promptly as reasonably practicable, including (i) making all necessary Filings with Governmental Authorities or third parties, (ii) requesting early termination of the waiting period under the HSR Act applicable to the Merger and using reasonable best efforts to obtain the HSR Clearance and all other Consents of Governmental Authorities that are necessary to consummate the Merger as promptly as reasonably practicable and (iii) using reasonable best efforts to obtain consents, approvals or waivers from third parties that are necessary to consummate the Merger. Parent shall be responsible for 100% of the fees, costs and expenses (except for the fees, costs and expenses of the Company’s advisors), including any filing fees, associated with any Filings or Consents contemplated by this Section 6.05.
