Common use of HSR Act Matters Clause in Contracts

HSR Act Matters. (a) Notwithstanding the provisions of Paragraphs I C and ID of this Agreement but subject to Paragraph 1F(b), the Company shall not be required to sell any Option Shares to the Purchasers hereunder, and the Purchasers shall not be required to purchase such shares from the Company, unless any filings under the HSR Act required to be made by the Purchasers and the Company with respect to any such purchase shall have been made and the waiting period with respect thereto shall have expired or been terminated. Any sale of Option Shares by the Company to the Purchasers that is subject to a filing under the HSR Act shall be made at an Option Closing on a date selected by the Company (in the case of the Put Option) and the Purchasers (in the case of a Call Option) not later than 15 Business Days after the waiting period with respect to the HSR Act shall have expired or terminated. (b) As promptly as practicable after the date of delivery of any Put Notice or Call Notice in which the exercise of a Put Right or Call Right would require the sale and purchase of Option Shares that is subject to a filing under the HSR Act, the Purchasers and the Company will each promptly make any filings required by the HSR Act to be made in order to consummate the sale of Option Shares by the Company to the Purchasers, and following the date of this Agreement, each party hereto will cooperate with the other parties hereto in connection with any such filings required by the HSR Act. The Company will bear all the filing fees associated with any such filing. Notwithstanding anything to the contrary contained herein, nothing in this Agreement will require any Person, whether pursuant to an order of the Federal Trade Commission or the United States Department of Justice or otherwise, to dispose of any assets, lines of business or equity interests, or otherwise take any action that would materially affect its business, in order to obtain the consent of the Federal Trade Commission or the United States Department of Justice to the transactions contemplated by this Agreement. The Purchasers shall promptly provide the Company (or the Company's counsel) copies of all filings made and any materials submitted by the Purchaser in connection with the HSR Act and the Company shall promptly provide the Purchasers (or the Purchasers' counsel) copies of all filings made and any materials submitted by the Company in connection with the HSR Act, but, in each case, only to the extent such filings are submitted in connection with the Purchasers' investment in the Company hereunder.

Appears in 1 contract

Samples: Series D 1 Preferred Stock Purchase Agreement (Monitronics International Inc)

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HSR Act Matters. (a) Notwithstanding In the provisions of Paragraphs I C and ID of this Agreement but subject event filings pursuant to Paragraph 1F(b)the HSR Act are required to consummate the transactions contemplated hereby, the Company shall not be required to sell any Option Shares to the Purchasers hereunder, parties will promptly complete a “Notification and the Purchasers shall not be required to purchase such shares from the Company, unless any filings Report Form” under the HSR Act required to be made by the Purchasers and the Company with respect to any such purchase shall have been made and the waiting period with respect thereto shall have expired or been terminated. Any sale of Option Shares by the Company to the Purchasers that is subject to a filing under the HSR Act shall be made at an Option Closing on a date selected by the Company (in the case of the Put Option) and the Purchasers (in the case of a Call Option) and, not later than 15 ten Business Days after the date hereof, together with the Persons, if any, who are required to join in such filing, will file such documents with the appropriate Governmental Authorities. The parties will use their commercially reasonable efforts to obtain early termination of the applicable waiting period with respect to the HSR Act shall have expired or terminated. (b) As promptly as practicable after the date of delivery of any Put Notice or Call Notice in which the exercise of a Put Right or Call Right would require the sale and purchase of Option Shares that is subject to a filing under the HSR Act, the Purchasers and the Company will each promptly make any filings required by the HSR Act to be made in order to consummate the sale of Option Shares by the Company to the Purchasers, and following the date of this Agreement, each party hereto will cooperate with the other parties hereto in connection with any such filings required by the HSR Act. The Company parties will bear promptly furnish all materials thereafter reasonably required by any of the filing fees associated Governmental Authorities having jurisdiction over such filings, and will take all commercially reasonable actions and will file and use all reasonable efforts to have declared effective or approved all documents and notifications with any such filingGovernmental Authority, as may be required under the HSR Act or other federal or state antitrust Laws for the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary contained hereinHowever, nothing contained in this Agreement will require the Purchasers, the Company or any Personof their Affiliates to enter into any agreement, whether pursuant consent decree or other commitment requiring the Purchasers, the Company or any of their Affiliates to an order (a) divest, hold separate, or limit its control over, or operation of, any assets or businesses of the Federal Trade Commission Company, the Purchasers, or any of their Affiliates, (b) litigate, pursue or defend any Action challenging any of the United States Department of Justice or otherwise, to dispose transactions contemplated hereby as violative of any assets, lines of business antitrust Laws or equity interests, or otherwise (c) take any other action that would would, individually or in the aggregate, materially affect detract from the benefits that the Purchasers, the Company or any of their Affiliates will receive from the transactions contemplated hereby. In connection with the foregoing, each party (i) will promptly notify the other parties in writing of any communication received by that party or its businessAffiliates from any Governmental Authority having jurisdiction over such filings, and subject to applicable Law, provide the other parties with a copy of any such written communication (or written summary of any oral communication), and (ii) will not participate in order to obtain the consent of the Federal Trade Commission any substantive meeting or the United States Department of Justice to discussion with any Governmental Authority having jurisdiction over such filings concerning the transactions contemplated by this AgreementAgreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Authority, gives a representative of the other parties the opportunity to participate. The Company on the one hand and the Purchasers shall promptly provide on the Company (or other hand will each pay one-half of the Company's counsel) copies of all filings made and any materials submitted by the Purchaser in connection filing fees related to compliance with the HSR Act and in connection with transactions contemplated hereby; provided that the Company shall promptly provide the Purchasers (or reimburse the Purchasers' counsel) copies ’ portion of all filings made and any materials submitted by the Company in connection with the HSR Act, but, in each case, only such filing fees pursuant to the extent such filings are submitted in connection with the Purchasers' investment in the Company hereunderSection 6.10 of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chaparral Energy, Inc.)

HSR Act Matters. We understand and ac- knowledge that Parent and the Shareholders have agreed that the condition to the Merger set forth in Section 6.2(d) of the Merger Agreement was not intended by the parties to, and does not, extend to any waiting period pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (a) Notwithstanding the provisions of Paragraphs I C and ID of this Agreement but subject to Paragraph 1F(b"HSR Act"), the Company shall not be required to sell any Option Shares applicable to the Purchasers hereunder, and acquisition by the Purchasers shall not be required to purchase such shares from the Company, unless any filings Shareholders of Parent Voting Securities. The Shareholders further agree that if all waiting periods applicable under the HSR Act required to be made the acquisition by the Purchasers and Shareholders of Parent Voting Securi- ties pursuant to the Company with respect to any such purchase Merger shall have been made and the waiting period with respect thereto shall not have expired or been terminatedterminated at the time of the Merger, the Sharehold- ers will take appropriate action, and Parent xxxx xxxxxx- ate with Shareholders, to enable the Merger to close without delay and without violation of the HSR Act, in- cluding, for example, by entering into an appropriate escrow agreement or other arrangement pending divestiture or completion of HSR Act review. Any sale Each of Option Shares Parent and Spinco agrees to cooperate with the Shareholders in these matters, including, among other things, by agreeing if necessary to amend the Company Anschutz Shareholders Agreement and the Anschutz/Spinco Shareholders Agreement, as the case my be, in the respects required to effect such an arrangement or divestiture. Subject to the Purchasers that is subject foregoing, each of the parties hereto agrees to a filing use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advis- able, whether under applicable laws and regulations or otherwise, to cause all applicable waiting periods under the HSR Act shall be made at an Option Closing on a date selected by the Company (in the case of the Put Option) and the Purchasers (in the case of a Call Option) not later than 15 Business Days after the waiting period to expire or terminate with respect to the HSR Act shall have expired or terminated. (b) As acquisition by the Shareholders of Parent Voting Securi- ties pursuant to the Merger as promptly as practicable after following the date initial filing by the Shareholders of delivery of any Put Notice or Call Notice in which the exercise of a Put Right or Call Right would require the sale and purchase of Option Shares that is subject applicable pre-merger notification forms pursuant to a filing under the HSR Act, the Purchasers and the Company will each promptly make any filings required by the HSR Act to be made in order to consummate (it being understood that the sale of Option Shares by the Company Shareholders shall consult with Parent as to the Purchasers, and following the date timing of this Agreement, each party hereto will cooperate with the other parties hereto in connection with any such filings required by the HSR Act. The Company will bear all the filing fees associated with any such filing. Notwithstanding anything ); provided, however, that none of Parent or Spinco or any of their affiliates shall be required to the contrary contained herein, nothing in this Agreement will require any Person, whether pursuant to an order of the Federal Trade Commission or the United States Department of Justice or otherwise, to dispose of any assets, lines of business or equity interests, or otherwise take any action that would be materially affect its businessharmful to their businesses, in order to obtain the consent assets, operations, financial condition or results of the Federal Trade Commission or the United States Department of Justice to the transactions contemplated by this Agreementoperations. The Purchasers shall promptly provide the Company (or the Company's counsel) copies of all filings made and any materials submitted by the Purchaser in connection with the HSR Act and the Company shall promptly provide the Purchasers (or the Purchasers' counsel) copies of all filings made and any materials submitted by the Company in connection with the HSR Act, but, in each case, only to the extent such filings are submitted in connection with the Purchasers' investment in the Company hereunder.6

Appears in 1 contract

Samples: Shareholder Agreements (Union Pacific Corp)

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HSR Act Matters. For Governmental Filings that may be required under the HSR Act: (a) Notwithstanding Following the provisions of Paragraphs I C date that the Buyer determines that filings and ID of this Agreement but subject to Paragraph 1F(b), the Company shall not be submissions are required to sell any Option Shares to the Purchasers hereunder, and the Purchasers shall not be required to purchase such shares from the Company, unless any filings under the HSR Act for the transactions under this Agreement, each Party shall, as promptly as possible, make, or cause or be made, all filings and submissions required to be made by the Purchasers HSR Act and the Company with respect to any such purchase shall have been made and the waiting period with respect thereto shall have expired or been terminated. Any sale of Option Shares as reasonably requested by the Company Buyer. Each Party shall cooperate fully with the other Party and its Affiliates in promptly seeking to the Purchasers obtain all such consents, authorizations, orders and approvals from any Governmental Entity that is subject to a filing may be required under the HSR Act Act. The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals from any Governmental Entity that may be made at an Option Closing on a date selected by the Company (in the case of the Put Option) and the Purchasers (in the case of a Call Option) not later than 15 Business Days after the waiting period with respect to required under the HSR Act shall have expired or terminatedAct. (b) As promptly as practicable after the date of delivery of Each Party shall use commercially reasonable efforts to (i) respond to any Put Notice inquiries by any Governmental Entity regarding antitrust or Call Notice in which the exercise of a Put Right or Call Right would require the sale and purchase of Option Shares that is subject to a filing under the HSR Act, the Purchasers and the Company will each promptly make any filings required by the HSR Act to be made in order to consummate the sale of Option Shares by the Company to the Purchasers, and following the date of this Agreement, each party hereto will cooperate other matters with the other parties hereto in connection with any such filings required by the HSR Act. The Company will bear all the filing fees associated with any such filing. Notwithstanding anything to the contrary contained herein, nothing in this Agreement will require any Person, whether pursuant to an order of the Federal Trade Commission or the United States Department of Justice or otherwise, to dispose of any assets, lines of business or equity interests, or otherwise take any action that would materially affect its business, in order to obtain the consent of the Federal Trade Commission or the United States Department of Justice respect to the transactions contemplated by this Agreement. The Purchasers shall promptly provide the Company (Agreement or the Company's counselAncillary Agreements; (ii) copies avoid the imposition of all filings any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or the Ancillary Agreements; and (iii) in the event any order of a Governmental Entity adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or Ancillary Agreements has been issued, to have such order vacated or lifted. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made and by or on behalf of either Party before any materials submitted by Governmental Entity or the Purchaser staff or regulators of any Governmental Entity, in connection with the HSR Act transactions contemplated hereunder (but not including any interactions between the Seller with Governmental Entities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party in advance of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the Company shall promptly provide the Purchasers (or the Purchasers' counsel) copies views of all filings made and any materials submitted by the Company one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give notice to the HSR Actother Party of any meeting, butdiscussion, appearance or contact with any Governmental Entity or the staff or regulators of any Governmental Entity, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Nothing in this Section 4.5 shall require, or be construed to require, the Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of the Buyer or its Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in each either case, only could reasonably be expected to result in a Buyer Material Adverse Effect or materially and adversely impact the extent such filings are submitted in connection with economic or business benefits to Buyer of the Purchasers' investment in transactions contemplated by this Agreement; or (iii) any material modification or waiver of the Company hereunderterms and conditions of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Enphase Energy, Inc.)

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