HSR Act Filings. All filings required under the HSR Act have --------------- been made and the applicable waiting period has expired or been earlier terminated without the receipt of any objection or the commencement or threat of any litigation by a Governmental Authority of competent jurisdiction to restrain the consummation of the transactions contemplated by this Agreement.
HSR Act Filings. (a) Each of Parent and the Company shall, to the extent applicable, (i) make or cause to be made any filings required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transaction.
(b) Each of Parent and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be inst...
HSR Act Filings. The Buyer and the Seller will use reasonable best efforts to file or cause to be filed with the FTC and the DOJ, as promptly as practicable but in no event later than March 9, 2000 the Notification and Report -33- 35 Form and related materials required to be filed in connection with the transactions contemplated in this Agreement pursuant to the HSR Act, and to promptly file any additional information requested by the FTC or the DOJ as soon as practicable after receipt of a request therefor. The Buyer and the Seller shall request early termination of the waiting period under the HSR Act and shall use their respective reasonable best efforts to cause all waiting periods under the HSR Act to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC or the DOJ, and each of the Parties shall have the right to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required for the consummation of the transactions contemplated by this Agreement. In the event that the FTC or the DOJ imposes any requirement or condition with respect to the consummation of the transactions contemplated hereby, no purchase price adjustment shall be made; however, the Buyer shall have the right to terminate this Agreement prior to the Closing (without any Liability whatsoever of the Buyer to the Seller or the Seller to the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition and such right of termination shall be the Buyer's sole remedy in such case; provided, however, that such termination right and any termination right arising under or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder shall not be exerc...
HSR Act Filings. The Company and Acquisition will each make as promptly as practicable the filing it is required to make under the HSR Act with regard to the transactions which are the subject of this Agreement and each of them will take all reasonable steps within its control (including providing information to the Federal Trade Commission and the Department of Justice) to cause the waiting periods required by the HSR Act to be terminated or to expire as promptly as practicable. The Company and Acquisition will each provide information and cooperate in all other respects to assist the other of them in making its filing under the HSR Act.
HSR Act Filings. The Company and each Purchaser shall file with the proper authorities all forms and other documents necessary to be filed pursuant to the HSR Act, and the regulations promulgated thereunder, as promptly as possible and shall cooperate with the each other in promptly producing such additional information as those authorities may reasonably require to allow early termination of the notice period provided by the HSR Act or as otherwise necessary to comply with statutory requirements of the Federal Trade Commission or the Department of Justice. The Company and each Purchaser shall pay the filing fee associated with its respective filing of the HSR Act notification.
HSR Act Filings. Parent and Purchaser agree to make in a timely manner any filings required to be made by them under the HSR Act in connection with the transactions contemplated by this Agreement and the Merger Agreement.
HSR Act Filings. To the extent such filings are determined to be necessary or have not been completed prior to the execution of this Agreement, each of Company and Buyer shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under the HSR Act, with the Federal Trade Commission and the Antitrust Division of the Department of Justice, and shall furnish to the other all such information in its possession as may be necessary for the completion of the reports or notifications to be filed by the other. Prior to making any communication, written or oral, with the Federal Trade Commission, the Antitrust Division of the federal Department of Justice or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby, the Company shall consult with Buyer.
HSR Act Filings. Neither the execution of this Agreement nor the consummation of the Merger requires any filing under the HSR Act.
HSR Act Filings. (a) The purchase of the Acquired Common Stock by the Investors as contemplated by this Agreement (either alone or together with the purchases of Common Stock by Other Investors under the other Investor Agreements) qualifies for an exemption from the reporting or waiting period requirements of the HSR Act under Section 7A(c) of the HSR Act. In order to satisfy the requirements of such exemption, the Investors and the Company will each make as promptly as practicable any filings they are required to make in connection with such exemption under the HSR Act and such other antitrust laws with regard to the transactions that are the subject of this Agreement and each of them will take all reasonable steps within its control (including providing information to the Federal Trade Commission and the Department of Justice) to ensure the transaction qualifies for the exemption under the HSR Act. Each of the Investors and the Company will each provide information and cooperate in all other respects to assist the other of them in ensuring that the transaction qualifies for the exemption under the HSR Act.
(b) If it is determined by any Governmental Entity that a filing with regard to the transactions that are the subject of this Agreement is required under the HSR Act (the HSR Act (notwithstanding the belief of the Company and the Investors that those transactions are exempt from the reporting and waiting period requirements of the HSR Act) or any other antitrust or competition laws of any jurisdiction, each of the Investors and the Company will each provide information and cooperate in all other respects to assist the other of them in making the filing required under the HSR Act or other antitrust or competition law. The Company will pay the filing fee that is required with regard to any filing required under the HSR Act or any other antitrust or competition law.
HSR Act Filings. 34 4.4 Stockholders' Meetings.................................................................................35 4.5 Registration Statement and Proxy Statement.............................................................35 4.6 No Solicitation of Offers; Notice of Proposals from Others.............................................
