HSR Act; Other Filings. (a) In connection with the transactions contemplated hereby, each of the Company and 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. Each of the Company and Acquiror shall substantially comply with any Antitrust Information or Document Requests.
HSR Act; Other Filings. Each of the Investors and the Company shall cooperate in making required filings under the HSR Act and any foreign governmental and regulatory filings, notices and approvals required to be made or obtained as contemplated by Section 5.1(e) hereof.
HSR Act; Other Filings. (a) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly (and in connection with any required filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.
HSR Act; Other Filings. (a) If so required, the Parties shall file with the Federal Trade Commission and the Antitrust Division of the Department of Justice notification and report forms with respect to the transactions contemplated hereby pursuant to the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules promulgated thereunder. In the event that the filing of a premerger notification form is required under the HSR Act, the Purchaser shall bear one hundred percent (100%) of the costs and expenses, including filing fees, associated with preparation and defense of such filing.
HSR Act; Other Filings. 73 Section 9.2. Preparation of Proxy Statement/Registration Statement; Stockholders’ Meeting and Approvals 74 Section 9.3. Support of Transaction 77 Section 9.4. Certain Tax Matters 77 Section 9.5. Section 16 Matters 78 Section 9.6. Cooperation; Consultation 78 Section 9.7. Transaction Litigation 78 ARTICLE X CONDITIONS TO OBLIGATIONS 79 Section 10.1. Conditions to Obligations of Acquiror, Merger Sub, and the Company 79 Section 10.2. Conditions to Obligations of Acquiror and Merger Sub 79 Section 10.3. Conditions to Obligation of the Company 81 Section 10.4. Frustration of Conditions 81 ARTICLE XI TERMINATION/EFFECTIVENESS 86 Section 11.1. Termination 82 Section 11.2. Effect of Termination 83 TABLE OF CONTENTS (continued) Page ARTICLE XII MISCELLANEOUS 83 Section 12.1. Trust Account Waiver 83 Section 12.2. Notices 84 Section 12.3. Assignment 85 Section 12.4. Rights of Third Parties 85 Section 12.5. Expenses 85 Section 12.6. Governing Law 85 Section 12.7. Counterparts 85 Section 12.8. Company and Acquiror Disclosure Letters 85 Section 12.9. Entire Agreement 86 Section 12.10. Amendments 86 Section 12.11. Waivers 86 Section 12.12. Confidentiality; Publicity. 86 Section 12.13. Severability 87 Section 12.14. Jurisdiction; Waiver of Jury Trial. 87 Section 12.15. Enforcement 87 Section 12.16. Non-Recourse 88 Section 12.17. Non-Survival of Representations, Warranties and Covenants 88 Section 12.18. Conflicts and Privilege 88 EXHIBITS Exhibit A Company Securityholder Support Agreement Exhibit B Sponsor Support Agreement Exhibit C Form of Registration Rights Agreement Exhibit D Form of Certificate of Merger Exhibit E Form of Certificate of Incorporation of Acquiror Exhibit F Form of Bylaws of Acquiror Exhibit G Form of Certificate of Incorporation of Surviving Corporation Exhibit H Form of Bylaws of Surviving Corporation Exhibit I Form of Equity Incentive Plan Exhibit J Form of Employee Stock Purchase Plan AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of October 24, 2021 (this “Agreement”), is made and entered into by and among X. Xxxxx Principal 150 Merger Corp., a Delaware corporation (“Acquiror”), BRPM Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and FaZe Clan Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Part...
HSR Act; Other Filings. (a) In connection with the transactions contemplated hereby, to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, including the HSR Act and the Laws of any jurisdiction or Governmental Authority outside of the United States (“Antitrust Laws”), each party hereto agrees to promptly (and, to the extent required, shall cause its Affiliates to) substantially comply with and take reasonably necessary and appropriate actions with respect to Antitrust Laws, including in no event later than ten (10) Business Days after the date hereof complying with the notification and reporting requirements of the HSR Act. Each of the parties hereto shall substantially comply with any Antitrust Information or Document Requests. For the avoidance of doubt, this Section 9.1 shall not apply to any notices or filings made with CFIUS pursuant to the DPA.
HSR Act; Other Filings. (a) In connection with the transactions contemplated hereby, each of the Company and SPAC shall, and SPAC shall cause Sponsor to, in each case as applicable, 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. Each of the Company and SPAC shall, and SPAC shall cause Sponsor to, in each case as applicable, substantially comply with any Antitrust Information or Document Requests.
HSR Act; Other Filings. (a) In connection with the transactions contemplated hereby, each of the Company and Acquiror shall (and, to the extent required, shall cause its Affiliates to) (i) 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 to consummate the transactions contemplated hereby, and use their reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act and promptly to obtain required consents, approvals, and expirations or terminations of waiting periods under any other applicable Antitrust Laws (the “Required Regulatory Approvals”), (ii) use their reasonable best efforts to cooperate with each other in making all filings and timely obtaining all Required Regulatory Approvals, and (iii) unless otherwise agreed by the Company and Acquiror in writing, supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to, and substantially comply with any Antitrust Information or Document Requests.
HSR Act; Other Filings. (a) In connection with the transactions contemplated hereby, each of the Company and Bright Lights shall (and, to the extent required, shall cause its Affiliates to) comply promptly with the notification and reporting requirements of the HSR Act. Each of the Company and Bright Lights shall substantially comply with any Antitrust Information or Document Requests.
HSR Act; Other Filings. (a) In connection with the transactions contemplated hereby, each of the Company and Parent shall, and Parent shall cause Parent’s Ultimate Parent Entity 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. Each of the Company and Parent shall, and Parent shall cause Parent’s Ultimate Parent Entity to, substantially comply with any Antitrust Information or Document Requests.
