Common use of HSR Act Notification Clause in Contracts

HSR Act Notification. Each of the parties hereto shall (a) file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (b) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning the transactions contemplated by this Agreement, in each case so that the waiting period applicable to this Agreement and the transaction contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. If after the Initial Closing or Option Closing and until the date on which the Shares are fully converted in accordance with their terms, further filings are required under the HSR Act so that Purchaser may acquire the Underlying Shares or otherwise acquire securities pursuant to the Transaction Documents, the Company will upon the written request of Purchaser, and Purchaser will upon the written request of the Company, (i) file or cause to be filed, as promptly as practicable after the receipt of such notice and in no event later than fifteen Business Days after the receipt of such notice with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated in such notice, (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information so that the waiting period applicable thereto under the HSR Act shall expire as soon as practicable, and (iii) cooperate with the other Parties in requesting, early termination of any applicable waiting period under the HSR Act. The Company will reimburse Purchaser for any filing fees in connection with such filings by Purchaser.

HSR Act Notification. Each To the extent the HSR Act will be applicable to the acquisition of the Securities or the Underlying Shares by Purchasers, each of the parties hereto shall (ab) file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement and in no event later than five Business Days after the date of this Agreement, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (bc) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning the transactions contemplated by this AgreementTransaction, in each case so that the waiting period applicable to this Agreement and the transaction Transaction contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. If after the Initial Closing or Option Closing and until the earlier to occur of the date on which the Shares Warrants are fully converted in accordance with their termsexercised and the date on which all outstanding Warrants are no longer exercisable, further filings are required under the HSR Act so that Purchaser Purchasers may acquire the Underlying Shares or otherwise acquire securities pursuant to the Transaction Documents, including pursuant to Sections 5.14 and 5.15 hereof, the Company will upon the written request of a Purchaser, and Purchaser the Purchasers will upon the written request of the Company, (i) file or cause to be filed, as promptly as practicable after the receipt of such notice and in no event later than fifteen Business Days after the receipt of such notice with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated in such notice, (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information so that the waiting period applicable thereto under the HSR Act shall expire as soon as practicable, and (iii) cooperate with the other Parties in requesting, early termination of any applicable waiting period under the HSR Act. The Company will reimburse Purchaser the Purchasers for any filing fees in connection with the first such filings by Purchaserthe Purchasers.

HSR Act Notification. Each of 5.8.1 Within ten (10) Business Days after the Execution Date, or on such other date as the parties hereto may mutually agree, Medica and SSM each shall file an HSR Act pre- merger notification concerning the transactions contemplated hereby with the FTC and the Justice Department under the HSR Act. The parties agree to take all commercially reasonable actions necessary to ensure that the waiting period imposed under the HSR Act terminates or expires within thirty (a30) file days after filing of their HSR Act pre-merger notification, including filing all reports or cause to other documents required or requested by the FTC or the Justice Department under the HSR Act and promptly complying with any requests by the FTC or the Justice Department for additional information concerning the transactions contemplated hereby so that the waiting period specified in the HSR Act will expire or be filed, terminated as promptly soon as practicable reasonably possible after the execution and delivery of this Agreement, with . 5.8.2 The parties shall keep each other apprised of the Federal Trade Commission and status of matters relating to the United States Department completion of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (b) promptly comply work cooperatively in connection with obtaining the requisite clearances, approvals, consents, and expirations or cause to be complied with any requests by the Federal Trade Commission or the United States Department terminations of Justice for additional information concerning the transactions contemplated by this Agreement, in each case so that the waiting period applicable to this Agreement and the transaction contemplated hereby periods under the HSR Act shall expire as soon as practicable after or any other Antitrust Laws, including: (a) cooperating with each other in connection with filings or reviews under the execution and delivery HSR Act or any other Antitrust Laws; (b) furnishing to the other party or their respective counsel all information within its possession that is reasonably required for any application or other filing to be made by the other party pursuant to the HSR Act or any other Antitrust Laws in connection with the transactions contemplated hereby; (c) promptly notifying each other of this Agreement. Each party hereto agrees any communications from or with the FTC, the Justice Department or any other Governmental Authority to requestthe extent relating to the antitrust aspects of the transactions contemplated hereby; (d) not agreeing to participate or participating in any meeting or discussion with the FTC or the Justice Department (or other Governmental Authority) to the extent relating to obtaining such clearances, and approvals, or consents (including any discussion relating to cooperate the antitrust merits, any potential remedies, commitments or undertakings or the Closing), unless it consults with the other party in advance, and to the extent permitted by either the FTC or parties the Justice Department (or other Governmental Authority), gives the other party the opportunity to attend and participate thereat to the extent permitted by law; and (e) consulting and cooperating with one another in requestingconnection with all analyses, early termination appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any applicable waiting period either party in connection with proceedings under the HSR Act. If after the Initial Closing or Option Closing and until the date on which the Shares are fully converted in accordance with their terms, further filings are required under relating to the HSR Act so that Purchaser may acquire the Underlying Shares or otherwise acquire securities pursuant any other Antitrust Laws to the Transaction Documentsextent relating to obtaining such clearances, the Company will upon the written request of Purchaserapprovals, and Purchaser will upon the written request of the Company, (i) file consents or cause to be filed, as promptly as practicable after the receipt of such notice and in no event later than fifteen Business Days after the receipt of such notice with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated in such notice, (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information so that the waiting period applicable thereto under the HSR Act shall expire as soon as practicable, and (iii) cooperate with the other Parties in requesting, early termination of any applicable waiting period under the HSR Act. The Company will reimburse Purchaser for any filing fees in connection with such filings by Purchaserorders.

HSR Act Notification. Each To the extent the HSR Act will be applicable to the acquisition of the Shares by the Purchasers, each of the parties hereto shall (a) file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (b) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning the transactions contemplated by this Agreementhereby, in each case so that the waiting period applicable to this Agreement and the transaction transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto agrees to request, and to cooperate with the other party or parties in requesting, early termination of any applicable waiting period under the HSR Act. If after the Initial Closing or Option First Closing and until the date on which the Shares are fully converted in accordance with their termsSecond Closing, further filings are required under the HSR Act so that Purchaser the Purchasers may acquire the Underlying Shares or otherwise acquire securities pursuant to the Transaction DocumentsSecond Tranche, the Company will upon the written request of a Purchaser, and Purchaser the Purchasers will upon the written request of the Company, (ia) file or cause to be filed, as promptly as practicable after the receipt of such notice and in no event later than fifteen Business Days after the receipt of such notice with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated in such notice, ; (iib) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information so that the waiting period applicable thereto under the HSR Act shall expire as soon as practicable, ; and (iiic) cooperate with the other Parties parties in requesting, early termination of any applicable waiting period under the HSR Act. The Company will reimburse Purchaser the Purchasers for any filing fees in connection with the first such filings by Purchaserthe Purchasers.

HSR Act Notification. Each If any event (including the passage of time) occurs which subjects the parties hereto shall (a) file transactions contemplated by this Agreement to any further requirements under the HSR Act, then as promptly as practicable, Comcast and AT&T will each complete and file, or cause to be completed and filed, as promptly as practicable after the execution at its own cost and delivery of this Agreementexpense, with the Federal Trade Commission any notification and the United States Department of Justice, all reports and other documents report required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (b) promptly comply with or cause respect to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning the transactions contemplated by this Agreement, in and each case so that such filing shall request early termination of the waiting period imposed by the HSR Act. The Parties shall use their respective commercially reasonable efforts to respond, as promptly as reasonably practicable, to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation, and to respond, as promptly as reasonably practicable, to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. The Parties shall use their respective commercially reasonable efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Each Party shall (i) promptly notify the other Party of any written communication to that Party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority and, subject to applicable law, permit the other Party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate thereat; and (iii) furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and any Government Authority or members or their respective staffs on the other hand, with respect to this Agreement and the transaction transactions contemplated hereby under hereby. Notwithstanding the HSR Act foregoing, Comcast and its Affiliates shall expire as soon as practicable after not be required to make any significant change in the execution and delivery operations or activities of this Agreement. Each party hereto agrees to requesttheir business (or any material assets employed therein) or the AT&T Cable Business if, and to cooperate with the other party or parties Comcast determines in requesting, early termination of any applicable waiting period under the HSR Act. If after the Initial Closing or Option Closing and until the date on which the Shares are fully converted in accordance with their terms, further filings are required under the HSR Act so good faith that Purchaser may acquire the Underlying Shares or otherwise acquire securities pursuant such change would be materially adverse to the Transaction Documents, the Company will upon the written request of Purchaser, and Purchaser will upon the written request operations or activities of the Companybusiness (or any material assets employed therein) of Comcast or any of its Affiliates or any of the Transferred Entities, (i) file having significant assets, net worth or cause to be filed, as promptly as practicable after the receipt of such notice and in no event later than fifteen Business Days after the receipt of such notice with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated in such notice, (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information so that the waiting period applicable thereto under the HSR Act shall expire as soon as practicable, and (iii) cooperate with the other Parties in requesting, early termination of any applicable waiting period under the HSR Act. The Company will reimburse Purchaser for any filing fees in connection with such filings by Purchaserrevenue.

HSR Act Notification. Each of the parties hereto shall (a) To the extent required by the HSR Act (as defined in Section 5(i)), the Company shall, to the extent it has not already done so, (i) use all commercially reasonable efforts to file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all reports and other documents required to be filed by such party it under the HSR Act concerning the transactions contemplated hereby Transactions and (bii) use all commercially reasonable efforts to promptly comply with or cause to be complied with any requests by the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information concerning the transactions contemplated by this Agreementsuch Transactions, in each case so that the waiting period applicable to this Agreement and the transaction Transactions under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. The Company agrees to request, and to cooperate with the Investor in requesting, early termination of any applicable waiting period under the HSR Act. (b) To the extent required by the HSR Act, LMC shall, if it has not already done so, (i) use all commercially reasonable efforts to file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all reports and other documents required to be filed by it under the HSR Act concerning the transactions contemplated hereby and (ii) use all commercially reasonable efforts to promptly comply with or cause to be complied with any requests by the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information concerning such transactions in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party hereto LMC agrees to request, and to cooperate with the other party or parties Company in requesting, early termination of any applicable waiting period under the HSR Act. If after the Initial Closing or Option Closing and until the date on which the Shares are fully converted in accordance with their terms, further filings are required under the HSR Act so that Purchaser may acquire the Underlying Shares or otherwise acquire securities pursuant to the Transaction Documents, the Company will upon the written request of Purchaser, and Purchaser will upon the written request of the Company, (i) file or cause to be filed, as promptly as practicable after the receipt of such notice and in no event later than fifteen Business Days after the receipt of such notice with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated in such notice, (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information so that the waiting period applicable thereto under the HSR Act shall expire as soon as practicable, and (iii) cooperate with the other Parties in requesting, early termination of any applicable waiting period under the HSR Act. The Company will reimburse Purchaser for any filing fees in connection with such filings by Purchaser.