HSR Act and Regulatory Approvals. (a) Each of Acquiror and the Company shall use, and the Company shall cause each of its Subsidiaries to use, its commercially reasonable efforts to obtain at the earliest practical date all consents, waivers, approvals, Governmental Orders, Permits, authorizations and declarations from, make all filings with, and provide all notices to, all Governmental Authorities which are required to consummate, or in connection with, the Transactions, including the consents, waivers, approvals, Governmental Orders, Permits, authorizations, declarations, filings and notices referred to in Section 5.05 and Section 6.05. Without limiting the foregoing, Acquiror and the Company shall (i) make all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Regulatory Laws with respect to the Transactions as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all filings required under the HSR Act, (ii) comply at the earliest practicable date with any request under the HSR Act or other Regulatory Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Regulatory Laws with respect to any such filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other party hereto all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction ...
HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this Agreement, Acquiror shall (and, to the extent required, shall cause its Affiliates to) comply promptly but in no event later than ten Business Days after the date hereof with the notification and reporting requirements of the HSR Act. Acquiror shall substantially comply with any Information or Document Requests.
(b) Acquiror shall request early termination of any waiting period under the HSR Act and exercise its commercially reasonable efforts to (i) obtain termination or expiration of the waiting period under the HSR Act, (ii) prevent the entry in any Action brought by a Regulatory Consent 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 and (iii) if any such Governmental Order is issued in any such Action, cause such Governmental Order to be lifted.
(c) Acquiror shall cooperate in good faith with the Regulatory Consent Authorities and 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 avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Regulatory Consent Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger, including (i) proffering and consenting and/or agreeing to a Governmental Order or other agreement providing for (A) the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company or Acquiror or (B) the termination, amendment or assignment of existing relationships and contractual rights and obligations of the Company or Acquiror and (ii) promptly effecting the disposition, licensing or holding separate of assets or lines of business or the termination, amendment or assignment of existing relationships and contractual rights, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby 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...
HSR Act and Regulatory Approvals. In connection with the transactions contemplated by this Agreement, the Company shall (and, to the extent required, shall cause its Affiliates to) comply promptly but in no event later than ten Business Days after the date hereof with the notification and reporting requirements of the HSR Act. The Company shall (i) substantially comply with any Information or Document Requests and (ii) request early termination of any waiting period under the HSR Act. The Company shall promptly furnish to Acquiror copies of any notices or written communications received by 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 the Company shall permit counsel to Acquiror an opportunity to review in advance, and the Company shall consider in good faith the views of such counsel in connection with, any proposed written communications by the Company and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement; provided, that the Company shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent of Acquiror. The Company agrees to provide, to the extent permitted by the applicable Governmental Authority, Acquiror and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between 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.
HSR Act and Regulatory Approvals. In connection with the transactions contemplated by this Agreement, the Company shall (and, to the extent required, shall cause its Affiliates to) 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. The Company shall (i) use commercially reasonable efforts to substantially comply with any Information or Document Requests and (ii) request early termination of any waiting period under the HSR Act.
HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this Agreement, Parent shall (and, to the extent required, shall cause its Affiliates to) 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. Parent shall use reasonable best efforts to comply with any Information or Document Request as promptly as reasonably practicable.
(b) Parent shall cooperate in good faith with the Regulatory Consent Authorities and shall use reasonable best efforts to (i) obtain the termination or expiration of the waiting period under the HSR Act and (ii) prevent any Action by a Regulatory Consent Authority that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement.
(c) Notwithstanding the foregoing, Parent shall have no obligation to (i) proffer, consent, or agree to a Governmental Order or other agreement or stipulation providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company or Parent; (ii) effect the disposition, licensing or holding separate of assets or lines of business of the Company or Parent; or (iii) contest, challenge, or litigate any Governmental Order, administrative or judicial action or proceeding, or any decree, judgment, injunction or other order, whether temporary, preliminary, or permanent.
(d) Parent shall promptly furnish to the Company and the Holder Representative copies of any notices or written communications received by Parent or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Parent shall permit counsel to the Company an opportunity to review in advance, and Parent shall consider in good faith the views of such counsel in connection with, any proposed written communications by Parent and its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Parent agrees to provide the Company, the Holder Representative and their counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Parent 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, ...
HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this Agreement, Purchaser shall (and, to the extent required, shall cause its Affiliates to) comply promptly (with the expectation of being filed no later than ten (10) Business Days after the date hereof) with the notification and reporting requirements of the HSR Act. Purchaser shall use commercially reasonable efforts to comply with any Information or Document Requests. Purchaser shall [request early termination of any waiting period under the HSR Act and,] Section 10.1 notwithstanding, exercise its commercially reasonable efforts to obtain termination or expiration of the waiting period under the HSR Act.The Purchaser shall (i) cooperate in all material respects with the Company and 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 party, (ii) keep the Company informed of any material communication received by it from, or given by it to, the FTC or the DOJ, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Transaction, and (iii) permit the Company, through its legal advisors, to (A) review any material communication given by it to, and consult with the Company in advance of any meeting or conference with, the FTC or the DOJ, or (B) in connection with any proceeding by a private party, consult with the Company in advance of any meeting or conference with such private party; provided, however, that materials may be redacted (x) as necessary to comply with contractual agreements, and (y) as necessary to address reasonable privilege or confidentiality concerns; provided that the Purchaser shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in such a manner that does not result in a loss of any such protection or privilege. The Purchaser shall (and, to the extent required, shall cause its Affiliates to) furnish to the Company such information and assistance as the Company reasonably may request in connection with the preparation of any submissions to, or proceedings by, any Governmental Authority. The Purchaser shall (and, to the extent required, shall cause its Affiliates to) not agree to participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation or other...
HSR Act and Regulatory Approvals. In connection with the transactions contemplated by this Agreement, the Company shall comply promptly but in no event later than ten Business Days after the date hereof with the notification and reporting requirements of the
HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this Agreement, Parent shall (and, to the extent required, shall cause its Affiliates to) file, or cause to be filed, a premerger notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date of this Agreement, including a request for early termination of the applicable waiting period under the HSR Act. Parent shall use reasonable best efforts to comply at the earliest practicable date with any formal or informal request for additional information or documentary material and shall cooperate in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Regulatory Consent Authority.
(b) Parent shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Regulatory Consent Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Parent shall cooperate fully with the Company in promptly seeking to obtain all such consents, authorizations, orders and approvals. Neither Parent nor its Affiliates shall willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.
(c) Parent shall promptly notify the Company and the Holder Representative of written or, if not written, material, communication made to or received by Parent from any Governmental Authority with respect to the transactions contemplated by this Agreement, and Parent shall permit counsel to the Company an opportunity to review in advance, and Parent shall consider in good faith the views of such counsel in connection with, any proposed written communications by Parent and its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement. Parent agrees to provide the Company, the Holder Representative and their counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Parent 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...
HSR Act and Regulatory Approvals. In the event that the Closing has not occurred on or prior to December 23, 2020 (the “HSR Deadline”), then, in connection with the transactions contemplated by this Agreement, the Company shall (and, to the extent required, shall cause its Affiliates to) comply promptly but in no event later than five (5) Business Days after the HSR Deadline with the notification and reporting requirements of the HSR Act. The Company shall (a) use reasonable best efforts to comply with any Information or Document Requests and (b) request early termination of any waiting period under the HSR Act.
HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this Agreement, the Company shall (and, to the extent required, shall cause its Affiliates to) 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. The Company shall use reasonable best efforts to comply with any Information or Document Request as promptly as reasonably practicable. The Company shall cooperate in good faith with the Regulatory Consent Authorities and shall use reasonable best efforts to (i) obtain the termination or expiration of the waiting period under the HSR Act and (ii) prevent any Action by a Regulatory Consent Authority that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement.
(b) Notwithstanding the foregoing, the Company shall have no obligation to (i) proffer, consent, or agree to a Governmental Order or other agreement or stipulation providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company; (ii) effect the disposition, licensing or holding separate of assets or lines of business of the Company; or (iii) contest, challenge, or litigate any Governmental Order, administrative or judicial action or proceeding, or any decree, judgment, injunction or other order, whether temporary, preliminary, or permanent.
