Common use of HSR Act and Foreign Antitrust Approvals Clause in Contracts

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Buyer shall (and, to the extent required, shall cause its Affiliates to) (i) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act and (ii) as soon as practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Buyer shall use commercially reasonable efforts to substantially comply with any Antitrust Information or Document Requests. (b) Buyer shall exercise commercially reasonable efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (c) Buyer shall cooperate in good faith with the Antitrust Authorities and use commercially reasonable efforts to undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and any and all action necessary or advisable to remove any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would (or to obtain the agreement or consent of any Governmental Authority to the transactions contemplated hereby the absence of which would) delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement, provided, however, that nothing contained in this Section 7.1 or elsewhere shall require Buyer or any of its Affiliates to (i) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (ii) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated hereby as violative of any antitrust Law. (d) Buyer shall, to the extent permitted by applicable Law, promptly furnish to the Seller copies of any material written notices or communications received by Buyer or any of its Affiliates from any Governmental Authority with respect to the transactions contemplated by this Agreement, and Buyer shall, to the extent permitted by applicable Law, use commercially reasonable efforts to permit counsel to the Seller an opportunity to review in advance, and Buyer shall consider in good faith the views of such counsel in connection with, any proposed written communications by Buyer and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Buyer agrees to provide the Seller and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Buyer and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (e) Buyer shall be solely responsible for and pay all statutory filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Buyer the Company shall (and, to the extent required, shall cause its Affiliates to) (i) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use commercially its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (ii) as soon as practicable, make such other filings with any similar foreign Governmental Authorities as may be required under any applicable similar foreign Law. Buyer The Company shall use commercially reasonable best efforts to substantially comply promptly with any Antitrust Information or Document Requests. (b) Buyer The Company shall exercise commercially its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (c) Buyer The Company shall cooperate in good faith with the Antitrust Authorities and use commercially reasonable efforts to undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and any and all action necessary or advisable to remove any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would (or to obtain the agreement or consent of any Governmental Authority to the transactions contemplated hereby the absence of which would) delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement, provided, however, that nothing contained in this Section 7.1 or elsewhere shall require Buyer or any of its Affiliates to (i) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (ii) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated hereby as violative of any antitrust Law. (d) Buyer shall, to the extent permitted by applicable Law, promptly furnish to the Seller Buyer copies of any material written notices or written communications received by Buyer the Company or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Buyer shall, to the extent permitted by applicable Law, use commercially reasonable efforts to Company shall permit counsel to the Seller Buyer an opportunity to review in advance, and Buyer the Company shall consider in good faith the views of such counsel in connection with, any proposed written communications by Buyer the Company and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Buyer The Company agrees to the extent practicable to provide the Seller Buyer and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Buyer the Company and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (e) Buyer shall be solely responsible for and pay all statutory filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, Buyer shall (and, to the extent required, shall cause its Affiliates to) (i) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use commercially its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (ii) as soon as practicable, make such other filings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Buyer shall use commercially reasonable best efforts to substantially comply promptly with any Antitrust Information or Document Requests. (b) Buyer shall exercise commercially its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. (c) Buyer shall cooperate in good faith with the Antitrust Authorities and use commercially its reasonable best efforts to undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date) and any and all action necessary or advisable to (x) avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would (or to obtain the agreement or consent of any Governmental Authority to the transactions contemplated hereby the absence of which would) delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this AgreementMerger, providedor (y) obtain termination or expiration of the waiting period under the HSR Act, however, that nothing contained including in this Section 7.1 or elsewhere shall require Buyer or any of its Affiliates to each case (i) agree proffering and consenting and/or agreeing to sella Governmental Order or other agreement providing for the sale, divestlicensing or other disposition, dispose or the holding separate, of, or other limitations or restrictions on, particular assets, categories of or hold separate any assets or businesses, lines of business of the Company or otherwise take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or Buyer and (ii) litigatepromptly effecting the disposition, pursue licensing or defend against any administrative holding separate of assets or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any lines of business, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby as violative on or prior to the Termination Date. The entry by any Governmental Authority in any Action of a Governmental Order permitting the consummation of the transactions contemplated hereby but requiring any antitrust Lawof the assets or lines of business of Buyer to be sold, licensed or otherwise disposed or held separate thereafter, or otherwise limiting or restricting its right or ability to engage in any business (including the business and assets of the Company and its Subsidiaries), other than the divestiture of, or agreement to divest, any business or assets not required to be divested pursuant to the last sentence of Section 8.1, shall not be deemed a failure to satisfy any condition specified in Article IX. (d) Buyer shall, to the extent permitted by applicable Law, shall promptly furnish to the Seller Company and the Holder Representative copies of any material written notices or written communications received by Buyer or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Buyer shall, to the extent permitted by applicable Law, use commercially reasonable efforts to shall permit counsel to the Seller Company an opportunity to review in advance, and Buyer shall consider in good faith the views of such counsel in connection with, any proposed written communications by Buyer and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Buyer agrees to the extent practicable to provide the Seller Company, the Holder Representative and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Buyer and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (e) Buyer shall be solely responsible for and pay all statutory filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Foreign Antitrust Approvals. (a) In connection with the transactions contemplated by this Agreement, each of Buyer and the Company shall (and, to the extent required, each shall cause its Affiliates to) (i) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act and use commercially its reasonable best efforts to obtain early termination of the waiting period under the HSR Act and (ii) as soon as practicable, make such other filings or start pre-notification proceedings with any foreign Governmental Authorities as may be required under any applicable similar foreign Law. Each of Buyer and the Company shall use commercially its reasonable best efforts to respond as promptly as reasonably practicable and substantially comply with any Antitrust Information or Document RequestsRequests made of it or any of its Affiliates. (b) Each of Buyer and the Company shall exercise commercially its reasonable best efforts and take all necessary steps to (i) obtain termination or expiration of the waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and Laws, in each case, as soon as practicable (but in any event prior to the Termination Date), (ii) furnish to the other party all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any application or other filing to be made pursuant to any Law in connection with the transactions contemplated by this Agreement, and (iii) otherwise cooperate with the other party in connection with any filing and in connection with resolving any investigation or other inquiry of any Governmental Authority. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of the HSR Act, any antitrust Law or any similar foreign Law, Buyer shall (and shall cause its Affiliates to) use reasonable best efforts to take all necessary steps (x) to contest and resist any such Action, including to prevent the entry in any Action brought by an Antitrust Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement, and (y) to take promptly any and all steps necessary to have vacated, lifted, reversed or overturned as soon as practicable (but in any event prior to the Termination Date) any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the transactions contemplated by this Agreement, and the Company shall reasonably cooperate with Buyer in connection with the foregoing. (c) In furtherance of and without limiting the foregoing, Buyer shall, and shall cause its Affiliates to, cooperate in good faith with the Antitrust Authorities and use commercially reasonable efforts to undertake promptly any and all action required actions necessary, proper or advisable to satisfy the conditions set forth in Sections 9.1(a) and 9.1(b) and to complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Termination Date). (d) Subject to the obligations set forth in this Section 8.2, Buyer shall have the right to devise and implement the strategy and timing for obtaining clearance under the HSR Act in connection with the Merger or the other transactions contemplated by this Agreement and shall take the lead in all communications with any Governmental Authority in connection with obtaining such clearance; provided, however that Buyer shall consult in advance with the Company and all action necessary take the Company’s view into account in good faith regarding the overall strategy and timing and the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or advisable to remove any proceeding in any forum submitted by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would party hereto (or to obtain the agreement any of their respective Affiliates) in connection with proceedings under or consent of any Governmental Authority relating to the transactions contemplated hereby the absence of which would) delayHSR Act prior to their submission, enjoinin each case, prevent, restrain or otherwise prohibit the consummation of in connection with the transactions contemplated by this Agreement. Buyer shall promptly notify the Company and the Holder Representative, providedand the Company shall promptly notify Buyer, however, that nothing contained in this Section 7.1 or elsewhere shall require Buyer or any of its Affiliates to (i) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (ii) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the transactions contemplated hereby as violative upon receipt of any antitrust Law. (d) Buyer shall, to the extent permitted by applicable Law, promptly furnish to the Seller copies of any material written notices or communications received by Buyer or any of its Affiliates substantive communication from any Governmental Authority or (to the extent related to antitrust or competition Laws or related approvals or clearances) any other Person with respect to the transactions contemplated by this Agreement, and each of Buyer shall, to and the extent permitted by applicable Law, use commercially reasonable efforts to Company shall permit counsel to the Seller other party an opportunity to review in advance, and Buyer shall consider in good faith the views of such counsel in connection with, any proposed written communications by Buyer or the Company (as applicable) and/or its Affiliates to any Governmental Authority or other such Person concerning the transactions contemplated by this Agreement; provided, however, that each of Buyer and the Company may redact from the copies of such proposed communications provided to counsel to the other party any competitively sensitive proprietary information of Buyer or the Company (as applicable). Buyer agrees to provide the Seller Company, the Holder Representative and their counsel, and the Company and the Holder Representative agree to provide Buyer and its counsel counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Buyer or the Company (as applicable) and/or any of its Affiliates, agents or advisors, on the one hand, and any third party or Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. Notwithstanding the foregoing, in connection with the performance of each party’s respective obligations pursuant to this Section 8.2, the Company, Buyer and Merger Sub may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 8.2 as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of the materials, the Company, Buyer or Merger Sub, as the case may be, or its legal counsel. (e) Nothing in this Agreement, including this Section 8.2, shall require, or be construed to require, Buyer to agree or be required to sell, divest, license, transfer, dispose of or encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber any assets, licenses, operations, rights, product lines, business or interest therein of Buyer or any of its respective Affiliates or to agree or be required to be subject to any changes or restrictions on, or other impairment of Buyer’s ability to own, operate or take any other actions with respect to any of such assets, licenses, operations, rights, product lines, businesses or interests therein. (f) Buyer shall be solely responsible for and pay all statutory filing fees payable to the Antitrust Authorities in connection with the transactions contemplated by this Agreement.