Common use of Merger Control Proceedings Clause in Contracts

Merger Control Proceedings. 11.1.1 Subject to proper cooperation of the Sellers, the Purchaser shall ensure that any filings to be made with the European Commission and/or the relevant national competition authorities or other governmental authorities, as determined jointly by the Parties as soon as reasonably possible after the Signing Date, to the extent they have not already been made prior to the Signing Date, will be made within ten Business Days after such determination, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings shall require prior written approval of the Sellers, which shall not unreasonably be withheld or delayed. The Sellers and the Purchaser shall closely cooperate in the preparation of such filings. Each Party shall without undue delay provide all other Parties with copies of any correspondence with the merger control or other governmental authorities and with copies of any written statement, order or decision of such authorities. All Parties shall closely cooperate in any discussions and negotiations with the competent authorities with the objective to obtain clearance for the transaction contemplated by this Agreement in the shortest time period reasonably possible. The Purchaser may abandon (zurücknehmen) filings made with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers. The Purchaser undertakes to use its best efforts that the Closing Conditions set out under Section 5.2 are fulfilled (i) as soon as reasonably practicable after the Signing Date and (ii) in any event by 90 calendar days after the Signing Date. The Purchaser shall, upon Sellers’ request, offer to accept, consent to and comply with any obligations and conditions (Auflagen und Bedingungen) and other agreements required by any competent merger control authority as a condition to the clearance of the transactions contemplated hereby to the extent that they are not economically unacceptable (wirtschaftlich unzumutbar) to the Purchaser. 11.1.2 If on the Closing Date any merger control approval or any other governmental consent, approval or waiver required under applicable law in any jurisdiction other than Germany, Austria, USA in order to effect the Closing has not been obtained, the Sellers and the Purchaser shall consummate the Closing (including payment of the full Purchase Price as set forth under Section 5.5.1), provided, however, that the Sellers and the Purchaser shall not be under an obligation to, directly or indirectly, transfer or acquire shares or interests in respect of which the consummation of the Closing would violate any applicable law or decision. The Sellers and the Purchaser shall in such case agree on all appropriate measures, including “hold separate” arrangements (which, inter alia, shall ensure that the Purchaser shall not, neither legally nor otherwise, influence the (ordinary or extra-ordinary) course of business of the companies for which no clearance has been obtained in any way) re- xxxxxxx the shares or interests affected, in order that the relevant jurisdiction can be exempted from the consummation of the Transaction until the required consents and approvals have been obtained. For the avoidance of doubt, under no circumstances shall the Purchaser have a right to claim for repayment of the Purchase Price or parts of it.

Merger Control Proceedings. 11.1.1 Subject to proper cooperation of the Sellers, the Purchaser (a) The Parties agree and shall ensure that any filings the filing necessary in connection with the merger control clearance referred to in Section 3.2 (a) (i) will be made with the European Commission and/or the relevant national competition authorities or other governmental authorities, as determined jointly by the Parties as soon as reasonably possible without undue delay after the Signing Datedate hereof. Unless otherwise agreed between the Parties, Purchaser shall (i) prepare and (to the extent they have not already been made prior legally permitted) make any filings, notifications and submissions under merger control laws with Seller joining (“sich der Anmeldung anschließen”), unless excluded under such merger control laws, and (ii) subject to the Signing Datethird sentence of this paragraph, will be made within ten Business Days after such determinationresponsible for the conduct of the merger control proceedings. Any filing, unless submission or other action of any Party vis-à-vis any authority in connection with the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings merger control proceedings shall require the other Party’s prior written approval of the Sellers, which shall not unreasonably be withheld or delayedconsent. The Sellers Parties shall inform each other of meetings, correspondence or other communications from or to the relevant authorities and the Purchaser enable each other or their counsel to take part in discussions or negotiations. (b) The Parties shall closely cooperate in the preparation of such filings. Each Party shall without undue delay provide all other Parties with copies of any correspondence with filing, notification or submission in the merger control or other governmental authorities proceedings. Such cooperation shall include, without limitation, the making available of all documents and with copies information reasonably requested by Purchaser in connection therewith. Without prejudice to subsection (a) above, Purchaser shall keep Seller promptly informed about the status of any written statementmerger control proceedings. (c) Purchaser shall be obliged to offer, order or decision of such authorities. All Parties shall closely cooperate consent to, any obligations, conditions or commitments required by any merger control authority in any discussions and negotiations connection with the competent authorities with the objective to obtain clearance for of the transaction contemplated by this Agreement in hereby, if and to the shortest time period reasonably possible. The Purchaser may abandon (zurücknehmen) filings made with the competent authorities extent such obligations, conditions or agree with such authorities commitments do not have a material effect on the extension economic benefits and burdens created by the transaction contemplated hereby for the Purchaser. Neither Party shall be under any obligation to appeal a decision of any examination period only with the express prior written consent of the Sellers. The Purchaser undertakes to use its best efforts that the Closing Conditions set out under Section 5.2 are fulfilled (i) as soon as reasonably practicable after the Signing Date and (ii) in any event by 90 calendar days after the Signing Date. The Purchaser shall, upon Sellers’ request, offer to accept, consent to and comply with any obligations and conditions (Auflagen und Bedingungen) and other agreements required by any competent merger control authority as a condition to prohibiting the clearance of the transactions contemplated hereby to the extent that they are not economically unacceptable (wirtschaftlich unzumutbar) to the PurchaserClosing. 11.1.2 If on the Closing Date any merger control approval or any other governmental consent, approval or waiver required under applicable law in any jurisdiction other than Germany, Austria, USA in order to effect the Closing has not been obtained, the Sellers and the Purchaser shall consummate the Closing (including payment of the full Purchase Price as set forth under Section 5.5.1), provided, however, that the Sellers and the Purchaser shall not be under an obligation to, directly or indirectly, transfer or acquire shares or interests in respect of which the consummation of the Closing would violate any applicable law or decision. The Sellers and the Purchaser shall in such case agree on all appropriate measures, including “hold separate” arrangements (which, inter alia, shall ensure that the Purchaser shall not, neither legally nor otherwise, influence the (ordinary or extra-ordinary) course of business of the companies for which no clearance has been obtained in any way) re- xxxxxxx the shares or interests affected, in order that the relevant jurisdiction can be exempted from the consummation of the Transaction until the required consents and approvals have been obtained. For the avoidance of doubt, under no circumstances shall the Purchaser have a right to claim for repayment of the Purchase Price or parts of it.

Merger Control Proceedings. 11.1.1 Subject to proper cooperation of the Sellers, the Purchaser 6.1.1 The Purchasers shall ensure that any filings to be made with the European Commission and/or Federal Cartel Office (Bundeskartellamt; "COMPETENT AUTHORITIES") will be made at the relevant national competition authorities or other governmental authorities, as determined jointly by the Parties as soon as reasonably possible latest within 10 (in words: ten) Business Days after the Signing Date, to the extent they have not already been made prior to the Signing Date, will be made within ten Business Days after such determination, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser Purchasers also on behalf of all Partiesthe Seller, provided, however, that the contents of such filings shall require prior written approval of the SellersSeller, which shall not unreasonably be withheld or delayedwithheld. Any filings with the Competent Authorities shall be provided to the Seller at least 3 (in words: three) Business Days prior to filing. 6.1.2 The Sellers and the Purchaser Parties shall closely cooperate co-operate in the preparation of such filings. Each Party shall without undue delay provide all the other Parties with copies of any correspondence with the merger control or other governmental authorities Competent Authorities and with copies of any written statement, order or decision of such authoritiesthe Competent Authorities. All The Parties shall closely cooperate co-operate in any discussions and negotiations with the competent authorities Competent Authorities with the objective to obtain clearance for the transaction contemplated by this Agreement in the shortest time period reasonably possible. . 6.1.3 The Purchaser Purchasers may abandon withdraw (zurücknehmenzuruecknehmen) filings made with the competent authorities Competent Authorities or agree with such authorities them on the extension of any examination period only with the express prior written consent of the SellersSeller. 6.1.4 Commercially or otherwise sensitive information on the Seller or any of the Seller's Affiliates other than the Group Companies - required for the merger control proceedings or other statutory or regulatory requirements ("SENSITIVE INFORMATION") shall only be provided by the Seller to the Purchasers' external advisors directly involved in such proceedings, but not to the Purchasers themselves. The Purchaser undertakes Seller may refuse to use its best efforts that provide Sensitive Information if the Closing Conditions set out under Section 5.2 are fulfilled (i) as soon as reasonably practicable after the Signing Date and (ii) respective external advisors do not confirm in any event by 90 calendar days after the Signing Date. The Purchaser shall, upon Sellers’ request, offer to accept, consent to and comply with any obligations and conditions (Auflagen und Bedingungen) and other agreements required by any competent merger control authority as a condition to the clearance of the transactions contemplated hereby to the extent writing that they are not economically unacceptable (wirtschaftlich unzumutbar) to the Purchaser. 11.1.2 If on the Closing Date any merger control approval or any other governmental consentwill keep Sensitive Information confidential and, approval or waiver required under applicable law in any jurisdiction other than Germany, Austria, USA in order to effect the Closing has not been obtained, the Sellers and the Purchaser shall consummate the Closing (including payment of the full Purchase Price as set forth under Section 5.5.1), provided, howeverparticular, that the Sellers and the Purchaser shall they will not be under an obligation to, directly or indirectly, transfer or acquire shares or interests in respect of which the consummation of the Closing would violate any applicable law or decision. The Sellers and the Purchaser shall in such case agree on all appropriate measures, including “hold separate” arrangements (which, inter alia, shall ensure that the Purchaser shall not, neither legally nor otherwise, influence the (ordinary or extradisclose Sensitive Information vis-ordinary) course of business of the companies for which no clearance has been obtained in any way) re- xxxxxxx the shares or interests affected, in order that the relevant jurisdiction can be exempted from the consummation of the Transaction until the required consents and approvals have been obtained. For the avoidance of doubt, under no circumstances shall the Purchaser have a right to claim for repayment of the Purchase Price or parts of it.a-

Merger Control Proceedings. 11.1.1 Subject (a) Purchaser shall ensure subject to proper the cooperation of the Sellers, the Purchaser shall ensure Sellers that any filings necessary in connection with any merger control clearance referred to in Section 4.1 and any other filings with, or notifications to, any governmental authority required in connection with this Agreement will be made with the European Commission and/or the relevant national competition authorities made, or other governmental authorities, as determined jointly by the Parties as soon as reasonably possible after the Signing Date, to the extent they have not already been made if initiated prior to the Signing Datedate of this Agreement, will be made within ten Business Days completed, without undue delay after such determination, unless the applicable laws and regulations require an earlier filingdate hereof. Such Any filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings shall require the prior written approval consent of the Sellers, Sellers which shall not be unreasonably be withheld or delayed. The Sellers will provide Purchaser with all necessary information and/or data that is required to submit a complete filing to the competent authorities without undue delay. (b) In order to obtain all requisite approvals for the Transaction under merger control Laws, Purchaser and the Purchaser Sellers shall closely (i) reasonably cooperate in all respects with each other in the preparation of such filings. Each Party shall without undue delay provide any filing or notification and in connection with any submission, investigation or inquiry, (ii) supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other Parties with copies of procedural actions required in order to obtain any correspondence with the merger control necessary clearance or to cause any applicable waiting periods to commence and expire, (iii) promptly provide each other governmental authorities and with copies of any written statement, order communication received or decision sent (or written summaries of such authorities. All Parties shall closely cooperate any non-written communication) in connection with any discussions proceeding and negotiations (iv) give each other and their respective advisors the opportunity to participate in all meetings and conferences with the any competent authorities with the objective to obtain clearance for the transaction contemplated by this Agreement in the shortest time period reasonably possible. The authority. (c) Purchaser may abandon waive (zurücknehmen) filings made with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the SellersSellers which shall not be unreasonably withheld or delayed. The Purchaser undertakes is obligated to use its best efforts that the Closing Conditions set out under Section 5.2 are fulfilled (i) as soon as reasonably practicable after the Signing Date and (ii) in any event by 90 calendar days after the Signing Date. The Purchaser shalloffer, upon Sellers’ requestconsent, offer to accept, consent to and comply with any with, obligations and or conditions (Auflagen und Bedingungen) and or other agreements required by any competent merger control authority as a condition to the clearance of the transactions contemplated hereby to Transaction, unless such obligations or conditions (Auflagen und Bedingungen) or other agreements (i) involve a divesture of any facility or (ii) have an overall impact on the extent Enterprise Value of Purchaser’s business after Closing (including the Target Group Companies) in excess of EUR 15,000,000.00. In case that they either of the conditions in items (i) and (ii) in the preceding sentence are met, Purchaser shall consider in good faith (but shall not economically unacceptable (wirtschaftlich unzumutbarbe obligated) to offer, consent, and comply with, any such obligations or conditions (Auflagen und Bedingungen) or other agreements required by any competent merger control authority. In case Purchaser proceeds with the Purchaser. 11.1.2 If on Closing and accepts such obligations, conditions or agreements, Purchaser may not request any adjustment of the Purchase Price or other amendment of this Agreement as a result of any divestiture or of any decision by a competent authority after the Closing Date prohibiting any merger control approval or any other governmental consent, approval or waiver required under applicable law in any jurisdiction other than Germany, Austria, USA in order to effect the Closing has not been obtained, the Sellers and the Purchaser shall consummate the Closing (including payment of the full Purchase Price as set forth under Section 5.5.1), provided, however, that the Sellers and the Purchaser shall not be under an obligation to, directly or indirectly, transfer or acquire shares or interests in respect of which the consummation of the Closing would violate any applicable law or decision. The Sellers and the Purchaser shall in such case agree on all appropriate measures, including “hold separate” arrangements (which, inter alia, shall ensure that the Purchaser shall not, neither legally nor otherwise, influence the (ordinary or extra-ordinary) course of business of the companies for which no clearance has been obtained in any way) re- xxxxxxx the shares or interests affected, in order that the relevant jurisdiction can be exempted from the consummation of the Transaction until the required consents and approvals have been obtainedtransaction contemplated hereby. For the avoidance of doubt, under no circumstances any compensation received in connection with the implementation of such obligations, conditions or agreements shall be for the benefit of Purchaser. After reasonably cooperating with Sellers with respect to any proceedings involving any competent merger control authority, Purchaser have a right shall be entitled to claim for repayment of the Purchase Price or parts of itfile an appeal against any prohibition decisions made by such authority.

Merger Control Proceedings. 11.1.1 Subject a) The Purchaser shall be responsible for the merger control proceedings pursuant to proper cooperation this § 7(2) with the exception of merger control filings which the Seller is required to make in its capacity as seller. b) The Purchaser shall file notifications of the Sellers, Transaction to the Purchaser shall ensure that any filings to be made with the European Commission and/or the relevant national competition competent authorities or other governmental authorities, as determined jointly by the Parties as soon as reasonably possible practicable after the Signing Date, . The filing of the notifications as well as any application for or consent to the extent they have not already been made prior any extensions of applicable time periods relating to the Signing Date, will be made within ten Business Days after such determination, unless the applicable laws and regulations require an earlier filing. Such filings proceedings shall be mutually agreed between the Seller and the Purchaser, the Seller’s approval not to be unreasonably withheld. The Purchaser may withdraw (zurücknehmen) any filings made by with the Purchaser on behalf of all Parties, provided, however, that competent merger control authorities only with the contents of such filings shall require express prior written approval consent of the SellersSeller, which shall such consent not to be unreasonably be withheld or delayed. withheld. c) The Sellers Seller and the Purchaser shall closely cooperate in the preparation of such filings. Each Party shall without undue delay provide all other Parties with copies of any correspondence with the merger control or other governmental authorities and with copies of any written statement, order or decision of such authorities. All Parties shall closely cooperate filings as well as in any discussions and negotiations with the competent merger control authorities with the objective in order to obtain clearance for the transaction contemplated by this Agreement Transaction in the shortest time period possible. d) The Seller has used all efforts which can reasonably be expected in the context of the preparation and submission of the merger control filings and the handling of the process with the competent merger control authorities (including the provision of information which is required in order to allow the Purchaser to respond as promptly as possible to all inquiries received from merger control authorities for additional information or documentation) which are required for fulfilling (i) the Foreign Antitrust Condition, (ii) the non-suspensory merger control filings with the competent merger control authorities in Argentina, the Common Market for Eastern and Southern Africa, Costa Rica, Egypt, and any other jurisdiction in which the Parties agree a non-suspensory merger control filing should be made, and (iii) the voluntary submission with the merger control authority in Australia and any other jurisdiction in which the Parties agree to make a voluntary submission (the “Other Antitrust Regimes”). e) If, prior to the Closing Date, one or several of the Other Antitrust Regimes is amended in a way which renders approval by the competent merger control authority suspensory for the consummation of the Transaction by the Closing Date, the Purchaser and the Seller shall mutually agree in good faith on appropriate steps to be taken in order to allow the Purchaser to comply with local laws to the greatest extent possible, to mitigate risks for the Purchaser and the Seller and to allow the Transaction to be consummated on the Closing Date. f) The Seller and the Purchaser shall be obliged to inform one another of all written communications with the competent merger control authorities and to provide one another with copies of such communications (with business secrets redacted as required), in each case as soon as reasonably practicable. The Purchaser may abandon (zurücknehmen) filings made with shall notify the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers. The Purchaser undertakes to use its best efforts that the Closing Conditions set out under Section 5.2 are fulfilled (i) Seller as soon as reasonably practicable after receipt of each clearance or approval which is required under the Signing Date Foreign Antitrust Condition. g) The costs of the merger control proceedings shall be borne by the Purchaser except for legal fees incurred by the Seller, where the Seller decides to retain its own counsel or where fees are related to merger control filings which the Seller is required to make in its capacity as seller. h) If the competent merger control authorities will grant clearance only subject to the satisfaction of conditions or obligations (Bedingungen oder Auflagen), then the Purchaser and (ii) the Guarantor shall consider in good faith and at the Purchaser’s and the Guarantor’s sole reasonable discretion whether any event by 90 calendar days after the Signing Date. The Purchaser shall, upon Sellers’ request, offer to accept, consent to and comply with structural or behavioral undertakings or commitments vis-à-vis any obligations and conditions (Auflagen und Bedingungen) and other agreements required by any relevant competent merger control authority as a condition to can be offered or given by the clearance of Purchaser or the transactions contemplated hereby to the extent that they are not economically unacceptable (wirtschaftlich unzumutbar) to the Purchaser. 11.1.2 If on the Closing Date any merger control approval Guarantor or any other governmental consentof their Affiliates, approval or waiver required under applicable law in whether any jurisdiction other than Germanyappropriate legal remedies can be invoked, Austria, USA in order to effect obtain regulatory clearance for the Closing has not been obtained, the Sellers and the Purchaser shall consummate the Closing (including payment of the full Purchase Price Transaction as set forth under Section 5.5.1), provided, however, that the Sellers and the Purchaser shall not be under an obligation to, directly or indirectly, transfer or acquire shares or interests in respect of which the consummation of the Closing would violate any applicable law or decisionsoon as practically possible. The Sellers and the Purchaser Parties shall in such case agree on all appropriate measures, including “hold separate” arrangements (which, inter alia, shall ensure that the Purchaser shall not, neither legally nor otherwise, influence the (ordinary or extra-ordinary) course of business of the companies for which no clearance has been obtained in any way) re- xxxxxxx the shares or interests affected, use best efforts to jointly cooperate in order that the relevant jurisdiction can be exempted from the consummation of the Transaction until the required consents and approvals have been obtained. For to find possible solutions for obtaining clearance but, for the avoidance of doubt, under no circumstances nothing in this Agreement shall limit the Purchaser have a right Purchaser’s and/or the Guarantor’s ultimate freedom to claim for repayment of the Purchase Price decide at their own reasonable discretion whether any such undertakings or parts of itcommitments shall be offered or given or whether any such legal remedies shall be invoked.