Common use of Legal Conditions to the Merger Clause in Contracts

Legal Conditions to the Merger. Each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use their reasonable efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement (including Section 7.1(b)), (i) the Company shall not, without the prior written consent of Parent, agree to divest any assets or businesses of the Company or any of its affiliates or to in any way limit the ownership or operation of any business of the Company or its affiliates and (ii) neither Parent nor the Company shall be required to (x) divest or encumber any assets or corporations of Parent or the Company, respectively, or any of their respective affiliates that could reasonably be expected to have a Material Adverse Effect on Parent (assuming the Merger has been consummated) or to substantially impair the benefits to Parent and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditioned upon consummation of the Merger, or (y) enter into any agreements that in any way limit the ownership or operation of any business of Parent or the Company, respectively, or any of their respective affiliates.

Legal Conditions to the Merger. Each Subject to the terms and conditions of Parent and this Agreement, each of the Company shall, and shall cause their respective Subsidiaries to, parties hereto agrees to use their all reasonable efforts (a) to take, or cause to be taken, all actions reasonable action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and to comply promptly with all legal requirements that which may be imposed on such party or its Subsidiaries with respect to the Merger andMerger, subject and shall cooperate with and promptly furnish information to the conditions set forth other party in Article VIII, to consummate connection with any such requirements imposed upon such other party or any subsidiary of such other party in connection with the transactions contemplated by this Agreement, and (b) Merger. Each party will take all reasonable actions to obtain (and to cooperate with the other party to obtainin obtaining) any material consent, authorization, order or approval of, or any exemption byfrom, any Governmental Entity and any or other third party that is required to be obtained by Parent such party (or by the Company or any of their respective Subsidiaries other party) in connection with the Merger and or the other transactions taking of any action contemplated by this Agreement. Notwithstanding anything herein to the contrary in this Agreement (including Section 7.1(b))contrary, neither ANSYS nor PMAC shall be required to take any action to comply with any legal requirement or agree to the imposition of any order of any Governmental Entity that would (i) the Company shall not, without the prior written consent of Parent, agree to divest any assets prohibit or businesses of the Company or any of its affiliates or to in any way limit restrict the ownership or operation by ANSYS or PMAC of any business portion of the Company business or its affiliates and assets of ANSYS or PMAC (or any of their respective subsidiaries), (ii) neither Parent nor compel ANSYS or PMAC (or any of their respective subsidiaries) to dispose of or hold or separate any portion of ANSYS' or PMAC's business or assets, or (iii) impose any limitation on the Company shall be required to (x) divest or encumber any assets or corporations ability of Parent ANSYS or the Company, respectively, Surviving Corporation or any of their respective affiliates that could reasonably be expected or Subsidiaries to have a Material Adverse Effect on Parent (assuming own or operate the Merger has been consummated) or to substantially impair the benefits to Parent business and operations of PMAC and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditioned upon consummation of the Merger, or (y) enter into any agreements that in any way limit the ownership or operation of any business of Parent or the Company, respectively, or any of their respective affiliatesPMAC Subsidiaries.

Legal Conditions to the Merger. Each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use their reasonable efforts (a) Subject to the terms hereof, including Section 6.7(b) and Section 6.7(c), the Company and the Buyer shall each use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with make effective the Merger and the other transactions contemplated hereby as promptly as practicable, but in any event before the Outside Date, including to: (i) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (domestic or foreign), (iii) use commercially reasonable best efforts in the defense of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and the Buyer shall use their respective commercially reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. Notwithstanding anything to For the contrary in this Agreement (including Section 7.1(b))avoidance of doubt, (i) the Company shall not, without the prior written consent of Parent, agree to divest any assets or businesses of the Company or any of its affiliates or to in any way limit the ownership or operation of any business of the Company or its affiliates and (ii) neither Parent nor the Company shall be required to (x) divest or encumber any assets or corporations of Parent or the Company, respectively, or any of their respective affiliates that could reasonably be expected to have a Material Adverse Effect on Parent (assuming the Merger has been consummated) or to substantially impair the benefits to Parent Buyer and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company agree that nothing contained in this Section 6.7(a) shall be required to agree to modify or effect any divestiture, hold separate any business or take any other action that is not conditioned upon consummation of the Merger, or (y) enter into any agreements that in any way limit the ownership or operation of any business of Parent or the Company, respectively, or any of affect their respective affiliatesrights and responsibilities under Section 6.7(b) or Section 6.7(c).

Legal Conditions to the Merger. Each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use their reasonable efforts (a) Subject to the terms hereof, including Section 6.1 and Section 6.6(b), the Company and the Buyer shall each use commercially reasonable efforts to (i) take, or cause to be taken, all actions actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to comply consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Buyer or any of their Subsidiaries, or otherwise reasonably requested by the Buyer, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all legal requirements that may be imposed on necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Buyer shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) keeping the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, (ii) providing copies of written notices or other communications received by such party or any of its respective Subsidiaries with respect to the Merger andtransactions contemplated hereby, (iii) subject to applicable laws relating to the conditions set forth sharing of information, providing copies of any proposed filings to be made with, or written materials submitted to, any third party and/or any Governmental Entity in Article VIIIconnection with the transactions contemplated hereby (including, without limitation, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Buyer shall each use its reasonable best efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the Buyer and (bthe Company agree that nothing contained in this Section 6.6(a) to obtain (shall modify or affect their respective rights and to cooperate with the other party to obtain) responsibilities under Section 6.6(b). The Company shall not permit any material consent, authorization, order or approval of, of its officers or any exemption by, other representatives or agents to participate in any meeting or proceeding with any Governmental Entity and in respect of any filings, investigation or other third party that is required to be obtained by Parent or the Company or any of their respective Subsidiaries inquiry in connection with the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything Agreement unless it consults with the Buyer in advance and, to the contrary in this Agreement (including Section 7.1(b))extent permitted by such Governmental Entity, (i) gives the Company shall not, without Buyer and its outside counsel the prior written consent of Parent, agree opportunity to divest any assets attend and participate at such meeting or businesses of the Company or any of its affiliates or to in any way limit the ownership or operation of any business of the Company or its affiliates and (ii) neither Parent nor the Company shall be required to (x) divest or encumber any assets or corporations of Parent or the Company, respectively, or any of their respective affiliates that could reasonably be expected to have a Material Adverse Effect on Parent (assuming the Merger has been consummated) or to substantially impair the benefits to Parent and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditioned upon consummation of the Merger, or (y) enter into any agreements that in any way limit the ownership or operation of any business of Parent or the Company, respectively, or any of their respective affiliatesproceeding.

Legal Conditions to the Merger. Each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use their reasonable efforts (a) Subject to the terms hereof, the Company and the Buyer shall each use reasonable efforts to (i) take, or cause to be taken, all actions actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to comply consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party all consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Buyer or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all legal requirements that may be imposed on such party or its Subsidiaries necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX Xxx") xxx (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, subject if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company and the Buyer shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the conditions set forth rules and regulations of any applicable law (including all information required to be included in Article VIII, to consummate the Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by Parent or the Company or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement (including Section 7.1(b)), (i) the Company shall not, without the prior written consent of Parent, agree to divest any assets or businesses of the Company or any of its affiliates or to in any way limit the ownership or operation of any business of the Company or its affiliates and (ii) neither Parent nor the Company shall be required to (x) divest or encumber any assets or corporations of Parent or the Company, respectively, or any of their respective affiliates that could reasonably be expected to have a Material Adverse Effect on Parent (assuming the Merger has been consummated) or to substantially impair the benefits to Parent Buyer and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company agree that nothing contained in this Section 6.5(a) shall be required to agree to modify or effect any divestiture, hold separate any business or take any other action that is not conditioned upon consummation of the Merger, or (y) enter into any agreements that in any way limit the ownership or operation of any business of Parent or the Company, respectively, or any of affect their respective affiliatesrights and responsibilities under Section 6.5(b).