Common use of MERGER CONTROL PROCEEDINGS AND OTHER REGULATORY REQUIREMENTS Clause in Contracts

MERGER CONTROL PROCEEDINGS AND OTHER REGULATORY REQUIREMENTS. 5.1 Bidder and/or Melrose agrees to (i) submit an appropriate filing of a Notification and Report Form under the HSR Act as soon as practicable but in any event no later than ten (10) Business Days from the date hereof; and (ii) file a complete Form CO to the Commission as soon as practicable but in any event no later than the Business Day following the date on which the case team at the Commission confirms that the draft Form CO is ready for filing. In addition, Bidder and Melrose agree to make any other necessary filings with applicable Antitrust Authorities with respect to the Transaction as soon as reasonably practicable and in any event no later than ten (10) Business Days from the date hereof. 5.2 Each Party undertakes to (i) provide the other Party, in each case upon request between external lawyers only, with the information and documents reasonably required for the preparation of the antitrust filings and (ii) supply as promptly as practicable any information or documents that may be reasonably requested by any relevant Antitrust Authority. Each Party shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with any relevant Antitrust Authority and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable laws regarding the exchange of information, consult with the other Party and provide the other Party with the opportunity to review in advance any submission to any relevant Antitrust Authority; (iii) to the extent permitted, allow the other Party to participate in any meetings with any relevant Antitrust Authority; and (iv) keep the other Party informed in all material respects and on a reasonably timely basis of any material communication received or given in connection with any proceeding with respect to the Transaction, including before any relevant Antitrust Authority. 5.3 If and to the extent the granting of any merger clearance is being made conditional upon the acceptance by Melrose or Bidder of any restrictions or conditions, neither Melrose, Bidder, Elster nor any other member of their respective Groups shall be obliged to fulfil any such restrictions or conditions provided, however, that if and to the extent the granting of any antitrust and competition clearances or the expiration or termination of any waiting period in Russia and/or Ukraine required pursuant lit. (ii)(c) of Exhibit 2.1.4 is made conditional by the competent Antitrust Authorities upon the acceptance by Melrose of any restrictions or conditions on the activities of any member of the Elster Group in Russia and/or the Ukraine, Melrose, Elster and any member of their Groups shall be obliged to fulfil provided that (A) they shall not be obliged to divest of any of their assets and businesses; (B) any such restrictions or conditions shall be limited solely to the business of Elster Group in Russia and/or the Ukraine and shall not apply to the business of any member of the Melrose Group; (C) any such restrictions or conditions shall not impose a material constraint on the business of Elster Group in Russia and/or the Ukraine nor deprive Melrose of the material benefit of the Elster Group business in Russia and/or the Ukraine, the materiality threshold not being met, inter alia, by monitoring schemes, reporting, notification, information requirements, imposed by the relevant Antitrust Authority; and (D) neither Elster nor any member of the Elster Group shall propose, negotiate or agree to any such restrictions or conditions without the express written approval of Melrose. 5.4 No member of the Melrose Group shall, prior to the Acceptance Time, acquire or agree to acquire any tangible or intangible assets, business, voting securities or other interests the acquisition of which would impede Melrose’s ability to promptly satisfy any of the Offer Conditions. 5.5 Neither Party shall withdraw or cause to be withdrawn any of its filings relating to the Transaction with the Commission, the U.S. Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice but may withdraw or cause to be withdrawn any of its filings relating to the Transaction with any other Antitrust Authority without the prior written consent of the other Party, provided that Bidder has waived the respective Offer Condition set forth under lit. (ii)(c) of Exhibit 2.1.4 in accordance with Section 2.1.4 above prior to such withdrawal.

MERGER CONTROL PROCEEDINGS AND OTHER REGULATORY REQUIREMENTS. 5.1 Bidder and/or Melrose agrees 12.1.1 The Purchaser shall ensure that the filing to (i) submit an appropriate filing of a Notification and Report Form under be made with the HSR Act German Federal Cartel Office, to the extent it has not already been made prior to the Signing Date, will be made as soon as practicable but in any event no possible and not later than ten fifteen (1015) Business Days from after the date hereof; and (ii) file a complete Form CO to the Commission as soon as practicable but in any event no later than the Business Day following the date on which the case team at the Commission confirms that the draft Form CO is ready for filingSigning Date. In addition, Bidder and Melrose agree to make any other necessary filings with applicable Antitrust Authorities with respect to the Transaction as soon as reasonably practicable and in any event no later than ten (10) Business Days from the date hereof. 5.2 Each Party undertakes to (i) provide the other Party, in each case upon request between external lawyers only, with the information and documents reasonably required for the preparation of the antitrust filings and (ii) supply as promptly as practicable any information or documents that may be reasonably requested by any relevant Antitrust Authority. Each Party shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any Such filing or submission with any relevant Antitrust Authority and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable laws regarding the exchange of information, consult with the other Party and provide the other Party with the opportunity to review in advance any submission to any relevant Antitrust Authority; (iii) to the extent permitted, allow the other Party to participate in any meetings with any relevant Antitrust Authority; and (iv) keep the other Party informed in all material respects and on a reasonably timely basis of any material communication received or given in connection with any proceeding with respect to the Transaction, including before any relevant Antitrust Authority. 5.3 If and to the extent the granting of any merger clearance is being made conditional upon the acceptance by Melrose or Bidder of any restrictions or conditions, neither Melrose, Bidder, Elster nor any other member of their respective Groups shall be obliged to fulfil any such restrictions or conditions made by the Purchaser on behalf of all Parties, provided, however, that if and to the extent the granting contents of any antitrust and competition clearances or the expiration or termination of any waiting period in Russia and/or Ukraine required pursuant lit. (ii)(c) of Exhibit 2.1.4 is made conditional by the competent Antitrust Authorities upon the acceptance by Melrose of any restrictions or conditions on the activities of any member of the Elster Group in Russia and/or the Ukraine, Melrose, Elster and any member of their Groups such filing shall be obliged to fulfil provided that (A) they shall not be obliged to divest of any of their assets and businesses; (B) any such restrictions or conditions shall be limited solely to the business of Elster Group in Russia and/or the Ukraine and shall not apply to the business of any member of the Melrose Group; (C) any such restrictions or conditions shall not impose a material constraint on the business of Elster Group in Russia and/or the Ukraine nor deprive Melrose of the material benefit of the Elster Group business in Russia and/or the Ukraine, the materiality threshold not being met, inter alia, by monitoring schemes, reporting, notification, information requirements, imposed by the relevant Antitrust Authority; and (D) neither Elster nor any member of the Elster Group shall propose, negotiate or agree to any such restrictions or conditions without the express require prior written approval of Melrosethe Sellers, which shall not unreasonably be withheld. If the Purchaser has failed to submit to the Sellers the draft filing for approval within 10 (ten) Business Days after the Signing Date, or has failed to make the filings within 10 (ten) Business Days after written approval has been given by the Sellers, the Sellers shall be entitled to make the filing on behalf of all Parties. 5.4 No member 12.1.2 The Sellers and the Purchaser shall closely cooperate in the preparation of such filing. Each Party shall without undue delay provide all other Parties with copies of any correspondence with German Federal Cartel Office and with copies of any written statement, order or decision of the Melrose Group shallGerman Federal Cartel Office, prior with the exception of confidential information. The Parties shall closely cooperate in any discussions and negotiations with the competent authorities with the objective to obtain clearance for the Acceptance Time, acquire transaction contemplated by this Agreement within the shortest time period possible. The Sellers and the Purchaser shall contact the German Federal Cartel Office only after consultation with the other Party(ies) and give each other and their respective advisers the opportunity to participate in all meetings and conferences with the German Federal Cartel Office. 12.1.3 The Purchaser may waive (zurücknehmen) the filing with the German Federal Cartel Office or agree to acquire any tangible or intangible assets, business, voting securities or other interests the acquisition of which would impede Melrose’s ability to promptly satisfy any of the Offer Conditions. 5.5 Neither Party shall withdraw or cause to be withdrawn any of its filings relating to the Transaction with the Commission, German Federal Cartel Office on the U.S. Federal Trade Commission or extension of any examination period only with the Antitrust Division of the U.S. Department of Justice but may withdraw or cause to be withdrawn any of its filings relating to the Transaction with any other Antitrust Authority without the express prior written consent of the other PartySellers. If the German Federal Cartel Office is prepared to grant its approval only subject to compliance with specific conditions or obligations to be imposed upon the Purchaser, the Purchaser shall accept the imposition of such conditions and obligations, provided that Bidder has waived this is reasonable for the respective Offer Condition set forth under lit. PerkinElmer group, taking into account the importance of the transactions contemplated by this Agreement for the PerkinElmer group. 12.1.4 If the consummation of the Closing is prohibited by the German Federal Cartel Office, the Parties shall contest such decision (ii)(cincluding by way of litigation) of Exhibit 2.1.4 in accordance with Section 2.1.4 above prior and use all other reasonable efforts to such withdrawalensure that the Closing may be consummated as contemplated by this Agreement and as timely as reasonably practicable.