Common use of HSR Act; Other Filings Clause in Contracts

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, lessening of competition, 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, or cause to be made, 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 use reasonable best efforts 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. Parent and the Company shall each pay 50% of any filing fees and other charges for the filing under the HSR Act. (b) Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated hereby under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceedings initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Affiliates and their Representatives from, or given by such party or its Affiliates or Representatives to, any Governmental Authority and of any communication received or given in connection with any Proceeding by a private person, in each case regarding any of the transactions contemplated hereby; (iii) permit a Representative of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any Proceeding by a private person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to materially and adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

HSR Act; Other Filings. (a) To In connection with the transactions contemplated hereby, each of the Company and Acquiror shall (and, to the extent required under any Laws that are designed to prohibitrequired, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition, or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to shall cause its Affiliates to) comply promptly (and but in connection with any required filings under the HSR Act, no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of this Agreementthe HSR Act, if required. Each of the Company and Acquiror shall substantially comply with any Antitrust Information or Document Requests. (b) makeEach of the Company and Acquiror shall (and, to the extent required, shall cause its Affiliates to) request early termination (if available) of any waiting period under the HSR Act and exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act, if required, and (ii) prevent the entry, in any Legal Proceeding brought by an Antitrust Authority or any other Person, of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated hereby. (c) Acquiror, the Company and their respective affiliates shall cooperate in good faith with Governmental Authorities and undertake promptly any and all action required to complete lawfully the transactions contemplated hereby as soon as practicable (but in any event prior to the Agreement End Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger; provided, however, that none of Acquiror, Sponsor, the Company, nor any of their respective Affiliates shall be required to (i) divest or hold separate, or cause to be madeenter into any licensing or similar arrangement with respect to, any required filing assets or application under Antitrust Lawsany portion of their respective businesses or to otherwise propose, as applicable. The parties hereto proffer or agree to supply as promptly as reasonably practicable any additional information other requirement, obligation, condition or restriction on the conduct of any such business or (ii) terminate, amend or assign existing relationships and documentary material that may be requested pursuant contractual rights and obligations thereof. Notwithstanding anything to Antitrust Laws the contrary, the foregoing shall not restrict Acquiror, the Company, nor any of their respective Affiliates in any way with respect to the pursuit of any transaction for such Affiliates’ investment vehicles other than Acquiror and the Company and their respective Subsidiaries. (d) With respect to each of the above filings, and any other requests, inquiries, Legal Proceedings or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to take all other actions necessaryobtain any necessary clearance, proper approval, consent, or advisable to cause the expiration Governmental Authorization under Laws prescribed or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including enforceable by requesting early termination of the waiting period provided for under the HSR Act. Parent and the Company shall each pay 50% of any filing fees and other charges for the filing under the HSR Act. (b) Each party hereto shall, in connection with its efforts to obtain all requisite approvals and authorizations Governmental Authority for the transactions contemplated hereby under by this Agreement and to resolve any Antitrust Law, use its reasonable best efforts to: objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) cooperate in all respects fully with each other party or its Affiliates in connection with any filing or submission the defense of such matters. To the extent not prohibited by Law, the Company shall promptly furnish to Acquiror, and in connection with any investigation or other inquiryAcquiror shall promptly furnish to the Company, including any Proceedings initiated by a private person; (ii) keep the other parties reasonably informed copies of any communication notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and their Representatives fromeach party shall permit counsel to the other parties an opportunity to review in advance, or given and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party or and/or its Affiliates or Representatives to, to any Governmental Authority and of any communication received or given in connection with any Proceeding by a private person, in each case regarding any of concerning the transactions contemplated hereby; (iii) permit a Representative provided that none of the parties shall 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 other parties parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and their respective outside counsel to review any communication given by it toits counsel, and consult with each other Xxxxxxxx agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in advance any substantive meetings or discussions, either in person or by telephone, between such party and/or any of any meeting its Affiliates, agents or conference withadvisors, on the one hand, and any Governmental Authority orAuthority, on the other hand, concerning or in connection with any Proceeding by a private person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority. (ce) No party hereto shall take any action that could reasonably be expected to materially and adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability Each of the parties hereto Company, on the one hand, and Acquiror, on the other, shall be responsible for and pay one-half of the filing fees payable to consummate the Antitrust Authorities in connection with the transactions contemplated hereby, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.