Reasonable Best Efforts; Regulatory Filings. ICE and NYBOT shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations and other Permits (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by ICE or NYBOT, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc), Agreement and Plan of Merger (Intercontinentalexchange Inc), Agreement and Plan of Merger (Intercontinentalexchange Inc)
Reasonable Best Efforts; Regulatory Filings. ICE (a) Subject to Section 5.2(e), Section 5.6, Section 5.9 and NYBOT shall cooperate with each other and the last sentence of this Section 5.8, the parties hereto will use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article 6 to be satisfied, including using their respective reasonable best efforts to accomplish the following: (i) the obtaining of all necessary actions or non-actions, consents and approvals from Governmental Entities necessary in connection with the other consummation of the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect the making of all necessary notices, reports registrations and other filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain as promptly as practicable all consentsan approval from, registrationsor to avoid an action or proceeding by, approvals, authorizations and other Permits (including all approvals and consents to be obtained from the CFTC) (collectively, “Consents”) necessary or advisable to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) necessary in order to consummate connection with the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, ICE to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of ICE or any of its Affiliates (or to consent to any sale, or agreement to sell, by NYBOT or any of its Subsidiaries, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a ICE Substantial Detriment. Subject to applicable Law and the instructions of any Governmental Entity, ICE and NYBOT shall keep each other apprised of the status of matters relating to the completion consummation of the transactions contemplated by this Agreement, including promptly furnishing (ii) the other with copies defending of notices any lawsuits or other communications received legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions to be performed or consummated by ICE such party in accordance with the terms of this Agreement, including seeking to have any stay or NYBOT, as the case may be, temporary restraining order entered by any court or any of their respective Subsidiaries, from any third party and/or any other Governmental Entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Each of the parties hereto shall promptly make its respective filings, and thereafter make any other required submissions under the HSR Act with respect to such transactionsthe transactions contemplated hereby.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger (Msystems LTD), Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger Agreement and Plan of Merger (M-Systems Flash Disk Pioneers LTD)
