Further Cooperation; Required Actions Clause Samples

Further Cooperation; Required Actions. (a) In furtherance and not in limitation of the foregoing, each of the Sellers and the Buyer shall, as promptly as practicable after the date hereof, make any and all Filings necessary or appropriate under the HSR Act and the Competition Laws of the British Virgin Islands and Sint Maarten in connection with the transactions contemplated hereby. Subject to Section 8.01, each of the Sellers and the Buyer shall use its commercially reasonable efforts to supply as promptly as practicable any additional information that may be requested pursuant to the HSR Act or such Competition Law and to take all other actions necessary to cause the expiration, termination, or early termination of the applicable waiting periods under the HSR Act or such Competition Law, or the receipt of any requisite clearances and approvals under such Competition Law, including responding to a Request for Additional Information and Material pursuant to the HSR Act (a “Second Request”), as soon as practicable. Except with respect to any condition or divestment related to spectrum licenses held by Buyer or its Affiliates and contemplated in the definition of Material Adverse Regulatory Event which shall not be prohibited or restrained by the following proviso, nothing in this Agreement (i) shall require Buyer or Buyer Parent to litigate or participate in the litigation of any action or proceeding pursuant to the HSR Act or any other Competition Law, whether judicial or administrative, brought by any Governmental Authority or appeal any order (A) challenging or seeking to restrain or prohibit the consummation of the transaction or seeking to obtain from Buyer or Buyer Parent any damages in relation therewith, or (B) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by Buyer or Buyer Parent of all or any portion of Buyer or Buyer Parent’s business, the Business or assets or any product of the Company, or the equity of, or voting interest in, the Company or any Seller Entity, or to require any such person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of Buyer or Buyer Parent’s business, the Business or assets or any product of the Company, or the equity of, or voting interest in, the Company or any Seller Entity, in each case, as a result of or in connection with the transaction, or (ii) shall require Buyer or Buyer Parent to, nor shall the Company without the prior written ...