Common use of HSR and Other Governmental Approvals Clause in Contracts

HSR and Other Governmental Approvals. (a) Each party hereto shall file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") any notification required to be filed by their respective "ultimate parent" companies under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated in this Agreement. Such parties will use all reasonable efforts to make such filings promptly and to respond on a timely basis to any requests for additional information made by either of such agencies. Each of the parties hereto agrees to furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives, on the one hand, and the FTC, the Antitrust Division or any other Governmental Entity or members or their respective staffs, on the other hand, with respect to the Merger, other than personal financial information filed therewith. (b) Each party hereto shall cooperate and use its reasonable efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use all reasonable efforts to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtained or made by Newco or the Company or any of their respective affiliates in connection with the Merger or the taking of any other action contemplated by this Agreement; provided, however, that the Company and its respective affiliates shall not be required to divest of any assets in connection therewith. (c) Each party hereto agrees to furnish the other with such necessary information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Entities, including without limitation any filings necessary under the provisions of the HSR Act. (d) Without limiting the foregoing, the Company and its Board of Directors shall (i) use their commercially reasonable efforts to take all action necessary or otherwise reasonably requested by Newco to exempt the Merger from the provisions of any applicable takeover, business combination, control share acquisition or similar statute and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger, use its commercially reasonable efforts to take all action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger.

HSR and Other Governmental Approvals. (a) Each party hereto shall file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") any notification required to be filed by their respective "ultimate parent" companies under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated in this Agreementthe Transaction Documents. Such parties will use all reasonable efforts to make such filings promptly and to respond on a timely basis to any requests for additional information made by either of such agencies. Each of the parties hereto agrees to furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives, on the one hand, and the FTC, the Antitrust Division or any other Governmental Entity or members or their respective staffs, on the other hand, with respect to the MergerTransaction Documents transactions contemplated thereby, other than personal financial information filed therewith. (b) Each party hereto shall cooperate and use its reasonable efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use all reasonable efforts to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtained or made by Newco Parent or the Company or any of their respective affiliates in connection with the Offer and the Merger or the taking of any other action contemplated by this Agreementthe Transaction Documents; provided, however, that the Company Parent, Sub and its their respective affiliates shall not be required to divest of any assets in connection therewith. (c) Each party hereto agrees to furnish the other others with such necessary information and reasonable assistance as such other party parties and its their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Entities, including without limitation any filings necessary under the provisions of the HSR Act. (d) Without limiting the foregoing, the Company and its Board of Directors shall (i) use their commercially reasonable efforts to take all action necessary or otherwise reasonably requested by Newco Parent to exempt the Offer and the Merger from the provisions of any applicable takeover, business combination, control share acquisition or similar statute and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement the Offer, the Merger or any of the Transaction Documents or the Mergertransactions contemplated thereby, use its commercially reasonable efforts to take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by any of the Transaction Documents may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Documents and otherwise to minimize the effect of such statute or regulation on the MergerOffer, the Merger and the other transactions contemplated by any of the Transaction Documents.

HSR and Other Governmental Approvals. (a) Each party hereto shall file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") any notification required to be filed by their respective "ultimate parent" companies under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated in this Agreementthe Transaction Documents. Such parties will use all reasonable efforts to make such filings promptly and to respond on a timely basis to any requests for additional information made by either of such agencies. Each of Parent and the Company shall pay one-half of the filing fees in connection with any such required filings. Each of the parties hereto agrees to furnish the other others with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives, on the one hand, and the FTC, the Antitrust Division or any other Governmental Entity or members or of their respective staffs, on the other hand, with respect to the MergerOffer, the Merger or any of the Transaction Documents or the transactions contemplated thereby, other than personal financial information filed therewith. (b) Each party hereto shall cooperate and use its reasonable efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use all reasonable efforts to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtained or made by Newco Parent or the Company or any of their respective affiliates in connection with the Offer and the Merger or the taking of any other action contemplated by this Agreementthe Transaction Documents; provided, however, that the Company Parent, Sub and its their respective affiliates shall not be required to divest of any assets in connection therewith. (c) Each party hereto agrees to furnish the other others with such necessary information and reasonable assistance as such other party parties and its their respective affiliates may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Entities, including without limitation any filings necessary under the provisions of the HSR Act. (d) Without limiting the foregoing, the Company and its Board of Directors shall (i) use their commercially reasonable efforts to take all action necessary or otherwise reasonably requested by Newco Parent to exempt the Offer and the Merger from the provisions of any applicable takeover, business combination, control share acquisition or similar statute and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement the Offer, the Merger or any of the Transaction Documents or the Mergertransactions contemplated thereby, use its commercially reasonable efforts to take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by any of the Transaction Documents may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Documents and otherwise to minimize the effect of such statute or regulation on the MergerOffer, the Merger and the other transactions contemplated by any of the Transaction Documents.