Common use of HSR Act and Regulatory Approvals Clause in Contracts

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, provided, that Parent shall control and lead all communications and strategy before any Regulatory Consent Authority. (e) Parent shall be solely responsible for and pay all filing fees payable to the Regulatory Consent Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this AgreementTransactions, Parent Acquiror 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; provided that, in the event that there is a Government Closure, such days shall be extended day-for-day, for each Business Day the Government Closure is in effect. Parent Acquiror shall use reasonable best efforts to substantially comply with any Information or Document Request as promptly as reasonably practicableRequests. (b) Parent Acquiror shall request early termination of any waiting period under the HSR Act and undertake promptly any and all action required 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 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 shall use reasonable best efforts undertake promptly any and all action required to complete lawfully the Transactions as soon as practicable (ibut in any event prior to the Termination Date) obtain and, with the termination or expiration prior written consent of the waiting period under Company, all action necessary or advisable to avoid, prevent, eliminate or remove the HSR Act and (ii) prevent actual or threatened commencement of any Action proceeding in any forum by a or on behalf of any Regulatory Consent Authority or the issuance of any Governmental Order that would prohibitdelay, make unlawful enjoin, prevent, restrain or delay otherwise prohibit the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingTransactions, Parent shall have no obligation to including (i) proffer, consent, or agree proffering and consenting and/or agreeing to a Governmental Order or other agreement or stipulation 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 Parent; Acquiror or (B) the termination, amendment or assignment of existing relationships and contractual rights and obligations of the Company or Acquiror and (ii) effect 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 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 but requiring any of the assets or lines of business of Acquiror to be sold, licensed or otherwise disposed or held separate thereafter (including the business and assets of the Company or Parent; or (iiiand its Subsidiaries) contest, challenge, or litigate shall not be deemed a failure to satisfy any Governmental Order, administrative or judicial action or proceeding, or any decree, judgment, injunction or other order, whether temporary, preliminary, or permanent.condition specified in Article X. (d) Parent Acquiror shall promptly furnish to the Company and the Holder Representative copies of any material notices or written communications received by Parent Acquiror or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions, and Parent Acquiror shall permit counsel to the Company an opportunity to review in advance, and Parent Acquiror shall consider in good faith the views of such counsel in connection with, any proposed written communications by Parent and Acquiror and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this AgreementTransactions; provided, that Acquiror 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 the Company. Parent Acquiror agrees to provide the Company, the Holder Representative Company and their its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Parent or Acquiror 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, provided, that Parent shall control and lead all communications and strategy before any Regulatory Consent AuthorityTransactions. (e) Parent shall be solely responsible for and pay all filing fees payable to the Regulatory Consent Authorities in connection with the transactions contemplated Except as required by this Agreement, Acquiror shall not engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into, that would reasonably be expected to materially impair or delay Acquiror’s ability to consummate the Transactions or perform its obligations hereunder.

HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this Agreement, Parent Buyer 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 submit a notification and reporting requirements of under the HSR ActAct with respect to the Merger. Parent Buyer shall use its commercially reasonable best efforts to substantially comply with any Information or Document Request as promptly as reasonably practicableRequest. (b) Parent Buyer shall cooperate in good faith with request early termination of any waiting period under the Regulatory Consent Authorities HSR Act and shall use exercise its reasonable best efforts to (i) obtain the termination or expiration of the waiting period under the HSR Act and Act, (ii) prevent the entry in any Action brought by a Regulatory Consent Authority that or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this AgreementAgreement and (iii) if any such Governmental Order is issued in any such Action, cause such Governmental Order to be lifted. (c) Notwithstanding anything in this Agreement to the foregoingcontrary (including the other provisions of this Section 7.1), Parent shall have no obligation to it is expressly understood and agreed that: (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 and its Affiliates shall not give any undertakings, make any commitments or Parent; enter into any agreements that would be binding upon Buyer or any of its Affiliates, including, after the Closing, the Surviving Corporation, without the prior written consent of Buyer and (ii) neither Buyer nor any of its Affiliates (including, after the Closing, the Surviving Corporation and its Subsidiaries) shall be required to take any action that could reasonably be expected to constitute a material adverse effect the disposition, licensing or holding separate of assets or lines of business of on the Company or Parent; or (iii) contestand its Subsidiaries, challengetaken as a whole, or litigate any Governmental Orderon Buyer and its Subsidiaries, administrative or judicial action or proceeding, or any decree, judgment, injunction or other order, whether temporary, preliminary, or permanenttaken as a whole. (d) Parent Buyer shall promptly furnish to the Company and the Holder Representative copies of any notices or written communications received by Parent Buyer or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Parent Buyer shall permit counsel to the Company an opportunity to review in advance, and Parent Buyer shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by Parent and Buyer and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement; provided, that, with the exception of Buyer’s right to withdraw and refile the notification under the HSR Act once, Buyer 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 the Company. Parent Buyer agrees to provide the Company, the Holder Representative and their its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Parent or 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, provided, that Parent shall control and lead all communications and strategy before any Regulatory Consent Authority. (e) Parent Buyer shall be solely responsible for and pay all filing fees payable to the Regulatory Consent Authorities in connection with the transactions contemplated by this Agreement.

HSR Act and Regulatory Approvals. (a) In connection with the transactions contemplated by this Agreement, Parent Buyer 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 Buyer shall use reasonable best efforts to comply as promptly as practicable with any Information or Document Request as promptly as reasonably practicableRequests. (b) Parent Buyer shall cooperate in good faith with request early termination of any waiting period under the Regulatory Consent Authorities HSR Act and shall use reasonable best efforts undertake promptly any and all action required to (i) obtain the termination or expiration of the waiting period under the HSR Act and Act, (ii) prevent the entry in any Action brought by a Regulatory Consent Authority that or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this AgreementAgreement and (iii) if any such Governmental Order is issued in any such Action, cause such Governmental Order to be lifted. The Company and Buyer shall each bear 50% of the filing fees required under the HSR Act. (c) Notwithstanding Buyer shall cooperate in good faith with the foregoingRegulatory 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 all actions necessary or advisable to avoid, Parent shall have no obligation to 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 Transactions, including (i) proffer, consent, proffering and consenting or agree agreeing to a Governmental Order or other agreement or stipulation 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 Parent; Buyer or (B) the termination, amendment or assignment of existing relationships and contractual rights and obligations of the Company or Buyer and (ii) effect 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 Company transactions contemplated hereby on or Parentprior to the Termination Date; or (iii) contestprovided, challenge, or litigate that Buyer shall not be required to undertake any action under this paragraph that would materially impact Buyer’s expected benefits resulting from the transactions contemplated hereby. The entry by any Governmental OrderAuthority in any Action of a Governmental Order permitting the consummation of the transactions contemplated hereby but requiring any assets or lines of business of Buyer to be sold, administrative licensed or judicial action otherwise disposed or proceeding, or held separate thereafter (including the business and assets of the Acquired Companies) shall not be deemed a failure to satisfy any decree, judgment, injunction or other order, whether temporary, preliminary, or permanent. (d) Parent condition specified in ARTICLE X. Buyer shall promptly furnish to the Company and the Holder Representative copies of any notices or written communications received by Parent Buyer or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and Parent Buyer shall permit counsel to the Company an opportunity to review in advance, and Parent Buyer shall consider in good faith the views of such counsel in connection with, any proposed written communications by Parent and Buyer or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement; provided, that Buyer 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 the Company. Parent Buyer agrees to provide the Company, the Holder Representative Company and their its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Parent Buyer 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, provided, that Parent shall control and lead all communications and strategy before any Regulatory Consent Authority. (ed) Parent Except as required by this Agreement, Buyer shall not engage in any action or enter into any transaction, that would reasonably be solely responsible for and pay all filing fees payable expected to the Regulatory Consent Authorities in connection with materially impair or delay Buyer’s ability to consummate the transactions contemplated by this AgreementAgreement or perform its obligations hereunder.