Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.4(d)), Parenteach of the SXL Entities, on the one hand, and each of the Partnership and the Partnership GPETP Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use use) its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and hereby, (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement hereby or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyhereby and (iv) obtain all necessary consents, approvals or waivers from third parties. The parties agree to cooperate in good faith and use their reasonable best efforts to pursue and facilitate possible alternative transaction structures to those contemplated by this Agreement to the extent necessary or desirable in connection with obtaining third party consents in connection with the transactions contemplated by this Agreement, but no party shall have any obligation to undertake any alternative transaction structure that is materially adverse to any party or such party’s unitholders or members, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Sunoco Logistics Partners L.P.), Agreement and Plan of Merger
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, Company and each of the Partnership and the Partnership GP, on the other hand, Parent shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, actions and to do, or cause to be done, all things, things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications Filings and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (obtaining and in any event no later than the Outside Date) maintaining all approvalslicenses, authorizations, permits, consents, approvals, clearances, expirations or terminations of waiting periodsvariances, registrations, permits, authorizations exemptions and other confirmations required to be obtained from any Governmental Authority or third party necessary, proper or advisable other Third Party to consummate the transactions contemplated by this Agreement (including receipt of the Required Approvals); provided that the parties hereto understand and agree that (A) in connection with seeking expiration or termination of any applicable waiting period under the HSR Act or clearance under Competition Law of Germany and Austria relating to the Merger, Parent and Merger Subsidiary shall not be required to (1) divest or otherwise hold separate (including by establishing a trust), or take, cause to be taken or refrain from taking any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its or the Surviving Corporation’s or any of their respective Affiliates’ businesses, assets or properties, (2) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, or (3) agree to do any of the foregoing, (B) in connection with seeking any other Required Approval, Parent and Merger Subsidiary shall not be required to (1) divest or otherwise hold separate (including by establishing a trust) any of its or the Surviving Corporation’s or any of their respective Affiliates’ businesses, assets or properties, (2) take any actions that (x) would reasonably be expected to have an adverse and material effect on control of any of the Parent’s or the Company’s Subsidiaries in the relevant jurisdiction or (y) would reasonably be expected to result in costs or losses to Parent, the Surviving Corporation or any of their respective Affiliates in the aggregate in excess of $10,000,000, or (3) agree to do any of the foregoing, and (iiiC) defend neither the Company nor any Proceedings of its Subsidiaries shall be required to (unless such action is binding on the Company or any of its Subsidiaries only in the event the Effective Time occurs), and neither the Company nor any of its Subsidiaries shall without Parent’s prior written consent, take any of the actions described in the foregoing clauses (A)(1) through (3) or clauses (B)(1) and (3); provided, further, that the parties hereto agree that “reasonable best efforts” as used in this Section 8.01(a) shall include litigating or defending against any Proceeding by any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Measurement Specialties Inc), Agreement and Plan of Merger (TE Connectivity Ltd.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, Each party hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, make or cause to be takenmade, all appropriate actions, in cooperation with the other parties hereto and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied extent applicable and as promptly as practicable (and in any event no within five (5) Business Days) after the Agreement Date: (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Offer and the Merger; and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other antitrust, competition, trade regulation, or other Law relating to the Offer and the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice or any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary consistent with this Section 5.5 to cause the expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Laws. In connection with the foregoing, each party hereto shall use its reasonable best efforts to: (w) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (x) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate; (y) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any meetings, conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto; and (z) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust Laws. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint; and (2) to eliminate every impediment under any antitrust Law that may be asserted by any Governmental Body so as to enable the Effective Time to occur as soon as reasonably possible (and in any event, not later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wok Acquisition Corp.), Agreement and Plan of Merger (P F Changs China Bistro Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to Party will use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, actions and to do, or cause to be done, all things, things necessary, proper or advisable under applicable Laws to cause consummate the conditions to Merger and make effective the Closing to be satisfied Transactions, as soon as reasonably practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of advisable after the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Changehereof, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notificationsapplications, notices, petitions, statements, registrations, submissions of information, applications filings and other documents (including any required and to obtain as promptly as reasonably practicable all waiting period expirations or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvalsterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Relevant Authority in order to consummate the Merger or any of the other Transactions (including those set forth in Section 6.2(a) of the Company Disclosure Letter or Section 6.2(a) of the Parent Disclosure Letter) and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations of waiting periodsterminations, consents, clearances, waivers, licenses, registrations, permits, authorizations authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement approvals. In furtherance and (iii) defend any Proceedings challenging this Agreement or the consummation not in limitation of the transactions contemplated by this Agreement foregoing, each Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and advisable. Each Party agrees to supply, as promptly as practicable and advisable, any additional information and documentary material that may be requested pursuant to the HSR Act or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyAntitrust Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (TYCO INTERNATIONAL PLC)
Reasonable Best Efforts. (a) Subject to the terms and conditions of of, and other than as expressly contemplated by, this Agreement, Parenteach of the Parent Parties, on the one hand, and each of the Partnership and the Partnership GPGeneral Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control overcontrol, and voting directly or causing to be votedindirectly, over all Common Units Units, the General Partner Interest and Class B Units the Special General Partner Interest in the Partnership beneficially owned by Parent Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Changethereafter, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), documents; (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permitsPermits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings brought by any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Holly Energy Partners Lp), Agreement and Plan of Merger (HF Sinclair Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (and, in the case of Parent and its Subsidiaries, the terms and conditions of the EPB Merger Agreement and the KMR Merger Agreement), Parent, on the one hand, and each of the Partnership, the Partnership GP and the Partnership GPGP Delegate, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use (it being understood that with respect to EPB and EPB General Partner and the Partnership GP Delegate and their respective Subsidiaries, Parent’s obligations shall only apply to the extent such obligation is appropriate under the Organizational Documents of EPB and EPB General Partner and the Partnership GP Delegate and their respective Subsidiaries) its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable and advisable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this AgreementAgreement and in accordance with applicable Laws, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries parties to this Agreement will use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, actions and to do, or cause to be done, all things, things necessary, proper or advisable to cause ensure that the conditions set forth in Article VI are satisfied and to consummate the Closing transactions contemplated by this Agreement as promptly as practicable, including (i) obtaining all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to be satisfied obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable (and in any event no later than the Outside Datewithin 10 Business Days), includingan appropriate filing with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act, for (iii) making, as promptly as practicable, appropriate filings (a) under the avoidance EC Merger Regulation, if required, (b) under the Competition Act (Canada) and the Investment Canada Act of doubt1984 (Canada), in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control overif required, and voting (c) under any other applicable antitrust, competition, premerger notification, trade regulation, or causing merger control Law, (iv) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement obtained or acquired thereafter taken in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, connection with the transactions contemplated by this Agreement; provided, including preparing and filing as promptly as practicable all documentation to effect all necessary filingshowever, notifications, notices, petitions, statements, registrations, submissions that without the prior written consent of information, applications and other documents SibCo (including any required which consent shall not be unreasonably withheld or recommended filings under applicable Antitrust Lawsdelayed), the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or other obligation, in connection with obtaining such consent, approval or waiver, (iiv) obtain promptly (subject to first having used its reasonable best efforts to negotiate a reasonable resolution of any objections underlying such lawsuits or other legal proceedings, defending and in contesting any event no later than the Outside Date) all approvalslawsuits or other legal proceedings, consentswhether judicial or administrative, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek Agreement, including seeking to have lifted any stay or rescinded any injunction or temporary restraining order entered by any Governmental Entity vacated or other order adversely affecting the ability of the parties reversed, and (vi) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aramark Corp/De), Agreement and Plan of Merger (Neubauer Joseph)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Parent, on the one hand, Company and Parent shall each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to promptly (i) take, or cause to be taken, all appropriate actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things, things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time under applicable Law or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and otherwise to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), ; (ii) obtain promptly (and in from any event no later than the Outside Date) all approvalsGovernmental Entities any actions, non-actions, clearances, waivers, consents, clearancesapprovals, expirations authorizations, licenses, permits or terminations orders required to be obtained by the Company, Parent or any of waiting periodstheir respective Subsidiaries in connection with the authorization, registrationsexecution, permitsdelivery and performance of this Agreement and the consummation of the transactions contemplated hereby and obtain from third parties all waivers, consents, approvals and authorizations that are necessary or advisable in connection with the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other confirmations from required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) any applicable competition, antitrust or investment Laws and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority Entity and of any material communication received or third given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party necessaryin advance of any meeting or conference with, proper or advisable any Governmental Entity relating to consummate the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and give the other party the opportunity to attend and participate in such meetings and conferences (iiito the extent permitted by such Governmental Entity or private party); (vii) defend avoid the entry of, or have vacated or terminated, any Proceedings decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded hereby; and (viii) execute and deliver any injunction or restraining order or other order adversely affecting the ability of the parties additional instruments necessary to consummate the transactions contemplated herebyby this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Without limiting this Section 6.11, Parent agrees to take, or to cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than the Outside Date), including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Surviving Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Surviving Company, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)
Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms contrary, the parties hereto agree to make an appropriate filing of a Notification and conditions of this Agreement, Parent, Report Form pursuant to the HSR Act and to make all other filings contemplated by applicable foreign Antitrust Laws set forth on the one hand, and each Section 6.8(a) of the Partnership and the Partnership GPCompany Disclosure Schedule (collectively, on the other hand, shall cooperate “Foreign Antitrust Approvals”) with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions respect to the Closing to be satisfied transactions contemplated hereby as promptly as practicable (and in any event no later than prior to the Outside Date), including, for expiration of any applicable legal deadline (provided that the avoidance submission or filing (i) of doubt, in a Notification and Report Form pursuant to the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to HSR Act will be voted, all Common Units and Class B Units beneficially owned by Parent as made within (60) calendar days of the date of this Agreement and (ii) for applicable foreign Antitrust Laws shall be submitted by the parties with the relevant notification forms, or acquired thereafter in favor a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within sixty (60) calendar days of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Changedate of this Agreement; provided, however, that, in which the case Parent of this clause (ii), if a party is not prepared to file any such submission or filing within such period, its senior executives shall be free discuss the reasons for the failure to vote meet such Common Units and Class B Units in Parent’s sole discretionsubmission or filing deadlines with the senior executives from the other party) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing supply as promptly as reasonably practicable all documentation and advisable any additional information and documentary material that may be requested pursuant to effect all necessary filingsthe HSR Act and any other filings required in connection with the Foreign Antitrust Approvals or any other Antitrust Law. The parties shall also consult and cooperate with one another, notificationsand consider in good faith the views of one another, noticesin connection with, petitionsand provide to the other parties in advance, statementsany analyses, registrationsappearances, submissions presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of information, applications and other documents (including any required party hereto in connection with proceedings under or recommended filings under applicable relating to any such Antitrust Laws). Without limiting the foregoing, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) obtain give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and in comment upon all written communications (including any event no later than the Outside Dateanalyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (vi) provide each other with copies of all approvals, consents, clearances, expirations written communications to or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority Entity relating to any Antitrust Laws. Any such disclosures or third provision of copies by one party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebymay be made on an outside counsel basis if appropriate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NXP Semiconductors N.V.), Agreement and Plan of Merger (Freescale Semiconductor, Ltd.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.4(c)), each of Parent, Merger Sub and Parent GP, on the one hand, and each of the Partnership and the Partnership GPPartnership, on the other hand, shall will cooperate with the other and use (and shall will cause each of their respective Subsidiaries to use use) its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and hereby, (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by hereby and (iv) obtain all necessary consents, approvals or waivers from third parties, provided, however, that notwithstanding anything to the contrary in this Agreement Agreement, none of Parent, Merger Sub, Parent GP or seek the Partnership shall be required to sell, divest, dispose of, license, lease, operate, conduct in a specified manner, hold separate or discontinue or restrict or limit, before or after the Closing Date, any assets, liabilities, businesses, licenses, operations, or interest in any assets or businesses, that would, individually or in the aggregate, have lifted a Material Adverse Effect on the business of Parent and its Subsidiaries, taken as a whole or rescinded any injunction or restraining order or other order adversely affecting the ability Partnership and its Subsidiaries, taken as a whole, respectively. For purposes of the parties to consummate the transactions contemplated hereby.this Agreement, “
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Markwest Energy Partners L P), Agreement and Plan of Merger
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership Cyclone and the Partnership GP, on the other hand, Hurricane shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, actions and to do, or cause to be done, all things, things necessary, proper or advisable under Applicable Law to consummate the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all acts necessary to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (ii) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents and (including any required or recommended filings under applicable Antitrust Laws), (iiiii) obtain promptly (obtaining and in any event no later than the Outside Date) maintaining all approvals, consents, clearanceswaivers, expirations or terminations of waiting periodslicenses, orders, registrations, permits, authorizations authorizations, clearances and other confirmations required to be obtained from any Governmental Authority or third party other Third Party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement Agreement; provided that the parties hereto understand and (iii) defend agree that in no event shall any Proceedings challenging party be required by this Section 8.01 or any other provision of this Agreement (i) to enter into any settlement, undertaking, consent decree, stipulation or the consummation of agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) to divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of its Subsidiaries or any of their respective Affiliates’ businesses, assets or properties in any such case in (i) or (ii) that would reasonably be expected to (x) materially and adversely diminish the benefits expected to be derived by the parties on the date of this Agreement from the combination of Hurricane and Cyclone via the Merger (such combined business to be taken as a whole), in such a manner that such party would not have entered into this Agreement in the face of such materially and adversely diminished benefits or seek to (y) otherwise have lifted or rescinded any injunction or restraining order or other order adversely affecting a Material Adverse Effect after the ability Effective Time on Hurricane and its Subsidiaries (including the Surviving Corporation), taken as a whole, ignoring for this purpose only clause (vi) of the parties definition of Material Adverse Effect insofar as it relates to consummate the transactions contemplated herebymatters under consideration with respect to the applicable provision of this Agreement (as described in this clause (y), a “Regulatory Material Adverse Effect”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Cytyc Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, Each party shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, make or cause to be takenmade, all appropriate actions, in cooperation with the other parties and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied extent applicable: (i) as promptly as practicable (and in any event no within three (3) Business Days) after the Agreement Date, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Offer and the Merger; and (ii) as promptly as practicable (and in any event within seven (7) Business Days) after the Agreement Date, all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other antitrust, competition, trade regulation, or other Law relating to the Offer and the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice or any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Laws. In connection with the foregoing: (w) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (x) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate; (y) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any meetings, conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto; and (z) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust Laws. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint; and (2) to eliminate every impediment under any antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procera Networks, Inc.), Agreement and Plan of Merger (Procera Networks, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.4(c)), each of Parent, Merger Sub and Parent GP, on the one hand, and each of the Partnership and the Partnership GPPartnership, on the other hand, shall will cooperate with the other and use (and shall will cause each of their respective Subsidiaries to use use) its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and hereby, (iii) defend any Proceedings lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by hereby and (iv) obtain all necessary consents, approvals or waivers from third parties, provided , however , that notwithstanding anything to the contrary in this Agreement Agreement, none of Parent, Merger Sub, Parent GP or seek the Partnership shall be required to sell, divest, dispose of, license, lease, operate, conduct in a specified manner, hold separate or discontinue or restrict or limit, before or after the Closing Date, any assets, liabilities, businesses, licenses, operations, or interest in any assets or businesses, that would, individually or in the aggregate, have lifted a Material Adverse Effect on the business of Parent and its Subsidiaries, taken as a whole or rescinded any injunction or restraining order or other order adversely affecting the ability Partnership and its Subsidiaries, taken as a whole, respectively. For purposes of the parties to consummate the transactions contemplated hereby.this Agreement, “
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MPLX Lp), Agreement and Plan of Merger (Marathon Petroleum Corp)
Reasonable Best Efforts. (a) Subject to Section 8.5(c), the terms Company and conditions of this Agreement, Parent, on the one handParent shall, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations (including, without limitation, all filings required under the HSR Act, the applicable merger regulations of the European Community and all applicable Polish competition statutes) required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Company Disclosure Statement) which would impair the ability of the parties to consummate the Merger; and (iii) use their reasonable best efforts to promptly (x) take, or cause to be taken, all appropriate actions, other actions and (y) do, or cause to be done, all things, other things reasonably necessary, proper or advisable appropriate to cause satisfy the conditions to the Closing to be satisfied as promptly as practicable (and set forth in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date Annex A of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting and Article IX (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretionwaived) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate effective the transactions contemplated by this Agreement on the terms and conditions set forth herein (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek including seeking to have lifted or rescinded remove promptly any injunction or restraining other legal barrier that may prevent such consummation); PROVIDED, HOWEVER, that no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and, subject to Section 8.1, no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent and Merger Sub. Each party shall promptly notify the other order adversely affecting party of any communication to that party from any Governmental Body in connection with any required filing with, or approval or review by, such Governmental Body in connection with the ability of Offer and the parties to consummate Merger and the other transactions contemplated herebyhereby and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bison Acquisition Corp), Agreement and Plan of Merger (Entertainment Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership Partnership, the General Partner and the Partnership GPManaging Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and Agreement, (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyhereby and (iv) obtain all necessary consents, approvals or waivers from third parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Archrock, Inc.), Agreement and Plan of Merger (Archrock Partners, L.P.)
Reasonable Best Efforts. The Merger Agreement provides that each party will make (ai) Subject an appropriate filing of a Notification and Report Form pursuant to the terms HSR Act (such report form, the “Report Form”) with respect to the transactions contemplated by the Merger Agreement and conditions of this Agreement(ii) all other necessary filings, Parentforms, on declarations, notifications, registrations and notices with other governmental entities under foreign competition laws relating to the one hand, transactions. The parties to the Merger Agreement agree to act in good faith and each of the Partnership and the Partnership GP, on the other hand, shall reasonably cooperate with the other parties in connection with any investigation of any governmental entity with respect to competition laws, including using reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and use notice. Each party will give the other parties reasonable prior notice of any communication with, and shall cause their respective Subsidiaries any proposed understanding or agreement with, any governmental entity regarding any filings, forms, declarations, notifications, registrations or notices and permit the other parties to review and discuss in advance, and consider in good faith the views of the others in connection with, any proposed communication, understanding or agreement with any governmental entity with respect to the transactions contemplated by the Merger Agreement. None of the parties will independently participate in any meeting, or engage in any substantive conversation, with any governmental entity in respect of any filings or inquiry with respect to competition laws without giving the other parties prior notice of the meeting and, unless prohibited by such governmental entity, the opportunity to attend and/or participate. The parties will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any competition law. Without limiting the foregoing, Penwest and Endo will each use its reasonable best efforts to efforts: (i) taketo avoid the entry of any judgment that would restrain, prevent or cause delay the Merger Closing; (ii) to eliminate every impediment under any competition law that may be taken, all appropriate actions, and do, or cause asserted by any governmental entity so as to be done, all things, necessary, proper or advisable to cause enable the conditions to the Merger Closing to be satisfied occur as promptly soon as practicable reasonably possible (and in any event no later than the Outside DateOctober 19, 2010); and (iii) vigorously to contest and resist any such action or proceeding, including, for the avoidance of doubt, in the case of Parent until the Effective Time including any administrative or the termination of this Agreement, retaining ownership judicial action. The parties agree to use reasonable best efforts to take and voting control overto do, and voting or causing to be votedassist and cooperate with the other parties in doing, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by the Merger Agreement, including (i) the obtaining of all other Table of Contents necessary actions or nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from governmental entities and the making of all other necessary registrations and filings (including filings with governmental entities, if any), (ii) the obtaining of all consents, approvals or waivers from third parties that are necessary to consummate the Offer, the Merger and the transactions contemplated by this Agreement and the Merger Agreement, (iii) defend the preparation of the Proxy Statement and any Proceedings challenging this Agreement or other documents that may be required to be filed with the consummation Commission, (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Merger Agreement, and (v) the providing of all such information concerning such party, its subsidiaries, its affiliates and its subsidiaries’ and affiliates’ officers, directors, employees and partners as may be reasonably requested in connection with any regulatory matters. Notwithstanding the foregoing obligations, neither Penwest nor Endo will be required in order to resolve any objections asserted under competition laws by any governmental entity with respect to any of the transactions contemplated by this the Merger Agreement to divest any of its businesses, product lines or seek assets, or take or agree to have lifted take any other action or rescinded agree to any injunction limitation or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyrestriction.
Appears in 1 contract
Samples: Alliance Agreement (Endo Pharmaceuticals Holdings Inc)
Reasonable Best Efforts. (a) Subject Each party shall make or cause to the terms and conditions of this Agreementbe made, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate in cooperation with the other parties and use to the extent applicable and as promptly as practicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Entities under Antitrust Laws relating to the transactions contemplated hereby. Each party shall cause their respective Subsidiaries to use its reasonable best efforts to respond at the earliest practicable date to any requests for additional information made by the United States Department of Justice or any other Governmental Authorities, and act in good faith and reasonably cooperate with the other party in connection with any investigation of any Governmental Authority. Each party shall use its reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel. Each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Authority regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Authority with respect to the Transactions subject to advice of such party’s antitrust counsel. None of the parties shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any filings or inquiry without giving the other party prior notice of the meeting and, unless prohibited by such Governmental Authority, the opportunity to attend and/or participate. The parties will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any Antitrust Law. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (i) take, or cause to avoid the entry of any Restraint; (ii) to eliminate every impediment under any Antitrust Law that may be taken, all appropriate actions, and do, or cause asserted by any Governmental Authority so as to be done, all things, necessary, proper or advisable to cause the conditions to enable the Closing to be satisfied occur as promptly soon as practicable reasonably possible (and in any event no later than the Outside Date), including, for except that the avoidance of doubtCompany and Parent shall not be required to agree to any divestitures proposed by any Governmental Authority unless such divestitures are, in the case of Parent until aggregate, both immaterial to the Effective Time or the termination of this Agreement, retaining ownership Company and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent its business as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) currently conducted and to consummate Parent and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing its business as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement currently conducted; and (iii) defend to vigorously contest and resist any Proceedings challenging this Agreement such action or the consummation of the transactions contemplated by this Agreement proceeding, including any administrative or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyjudicial action.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, Each party hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, make or cause to be takenmade, all appropriate actions, in cooperation with the other parties hereto and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing extent applicable: (i) within five (5) Business Days after the Agreement Date an appropriate filing of a Notification and Report Form pursuant to be satisfied the HSR Act with respect to the Offer and the Merger; and (ii) as promptly as practicable after the Agreement Date all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other Antitrust Law relating to the Offer and the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Body under any Antitrust Law relating to the Offer and the Merger; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body under any Antitrust Law relating to the Offer and the Merger; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice under any Antitrust Law relating to the Offer and the Merger, subject to advice of such party’s antitrust counsel; and (D) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary consistent with this Section 5.5 to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law relating to the Offer and the Merger. In connection with the foregoing, each party hereto shall use its reasonable best efforts: (w) to give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body, in each case under any Antitrust Law relating to the Offer and the Merger except for “4(c) documents” as that terms is used in the rules and regulations under the HSR Act, and, subject to an appropriate confidentiality agreement and the advice of such party’s antitrust counsel; (x) to the extent permissible and advisable, permit the other party to participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Offer and the Merger; (y) if attending a meeting, conference, or conversation with a Governmental Body under any Antitrust Law relating to the Offer and the Merger, from which the other party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending, to keep the other reasonably apprised with respect thereto; and (z) to consult and cooperate with the other party in connection with any information or proposals submitted in connection with any proceeding, inquiry, or other proceeding under any Antitrust Law relating to the Offer and the Merger. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint; and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Effective Time to occur as soon as reasonably possible (and in any event no event, not later than the Outside Date). For purposes of this Section 5.5(a), including“reasonable best efforts” shall include (I) contesting and resisting any Legal Proceeding, for and to have vacated, lifted, reversed or overturned any Restraint that restricts, prevents or prohibits the avoidance consummation of doubt, in the case of Parent until the Effective Time Offer or the termination of this Agreement, retaining ownership and voting control over, and voting Merger or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and any other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement under any Antitrust Law; and (iiiII) defend the obligation by Parent, Purchaser, and any Proceedings challenging this Agreement or the consummation of their Subsidiaries to offer and consent to, and thereafter to implement, any of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of following measures if doing so would enable the parties to consummate avoid, resolve, or lift a Restraint or Legal Proceeding under this Section 5.5(a): (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the transactions contemplated herebyCompany, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries, or (ii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Purchaser or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occurs.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject The parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the terms HSR Act and conditions to make or cause to be made all other filings required by Applicable Antitrust Laws with respect to the Transactions as promptly as practicable, consistent with securing antitrust clearance in the earliest practicable timeframe following the date of this Agreement, Parent, on and in any event prior to the expiration of any applicable legal deadline and to furnish as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Law with respect to the Transactions. The parties hereto shall also consult and cooperate with one handanother, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws with respect to the Transactions. Without limiting the foregoing, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws with respect to the Transactions, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the Partnership extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any such Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any such Antitrust Laws, promptly notify the other part(ies) of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any such Antitrust Laws and (vi) provide each other with copies of all written communications to or from any Governmental Entity relating to any such Antitrust Laws. Any such disclosures or provision of copies by one party to the others may be made on an outside counsel basis if appropriate. Parent and the Partnership GP, on the other hand, Company shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) takeobtain the consents, approvals or cause to be taken, all appropriate actions, and do, clearances required under or cause to be done, all things, necessary, proper or advisable to cause in connection with the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as applicable Antitrust Laws of the date of this Agreement or acquired thereafter in favor of Specified Governmental Entities (the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable “Applicable Antitrust Laws”), (ii) obtain promptly (enable all waiting periods under the HSR Act and in any event no later than the Outside Date) all approvals, consents, clearances, expirations Applicable Antitrust Laws to expire and to avoid or terminations of waiting periods, registrations, permits, authorizations eliminate each and other confirmations from every impediment under Applicable Antitrust Laws asserted by any Governmental Authority Entity, in each case, to cause the Transactions to occur prior to the End Date, including (A) promptly complying with or third modifying any requests for additional information (including any second request) by any Governmental Entity and (B) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of any party necessary, proper or advisable hereto to consummate the transactions contemplated Transactions before the End Date and taking any and all other actions to prevent the entry, enactment or promulgation thereof; provided, however, that nothing in this Section 6.7(a) shall require, and such reasonable best efforts shall not include, Parent, Merger Sub or Company (or any of their respective Affiliates) (i) paying any amounts (other than the payment of filing fees and expenses and fees of counsel), (ii) offering, negotiating, committing to and effecting, by this Agreement consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products or businesses of Parent, the Company or their respective Subsidiaries (or any of their respective Affiliates) or (iii) defend agreeing to any Proceedings challenging this Agreement material restrictions on the activities of Parent, the Company or the consummation their respective Subsidiaries (or any of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebytheir respective Affiliates).
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, Each party hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to make or cause to be made, in cooperation with the other parties hereto and to the extent applicable: (i) within ten (10) Business Days after the Agreement Date an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Mergers; and (ii) as promptly as practicable after the Agreement Date all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under other applicable Antitrust Laws relating to the Mergers. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Body relating to the Mergers; (B) act in good faith and reasonably cooperate with the other parties in connection with any investigation by any Governmental Body under any Antitrust Law relating to the Mergers; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice under any Antitrust Law relating to the Mergers, subject to advice of such party’s counsel; and (D) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary consistent with this Section 5.5 to cause, as soon as reasonably possible (and in any event, not later than the Outside Date), the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law relating to the Mergers and the occurrence of the Effective Times. In connection with the foregoing, each party hereto shall use its reasonable best efforts: (w) to give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed communication, understanding or agreement with any Governmental Body, in each case under any Antitrust Law relating to the Mergers, subject to an appropriate confidentiality agreement and the advice of such party’s antitrust counsel; (x) to give the other parties advance notice of, and permit the other party to participate in, any substantive meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Mergers; (y) if attending a meeting, conference, or conversation with a Governmental Body under any Antitrust Law relating to the Mergers, from which another party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending, to keep the other party reasonably apprised with respect thereto; and (z) to consult and cooperate with the other parties in connection with any information or proposals submitted in connection with any proceeding, inquiry, or other proceeding under any Antitrust Law relating to the Mergers. Notwithstanding the cooperation of the parties required by this Section 5.5(a), in the event that the parties do not agree with respect to any matter in connection with the required clearances and approvals from Governmental Bodies, the Parent Parties, after considering in good faith the views of the Company, shall have ultimate authority to decide such matters. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint; and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Effective Times to occur as soon as reasonably possible (and in any event, not later than the Outside Date). For purposes of this Section 5.5(a), “reasonable best efforts” shall include (I) contesting and resisting any Legal Proceeding, and to avoid the entry of and, if necessary, have vacated, lifted, reversed or overturned any Restraint that restricts, prevents or prohibits the consummation of the Mergers or any other transactions contemplated by this Agreement under any Antitrust Law; and (II) the obligation by the Parent Parties and any of their Subsidiaries to offer and consent to, and thereafter to implement, any of the following measures if doing so would enable the parties to avoid, resolve, or lift a Restraint or Legal Proceeding under this Section 5.5(a): (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporations, Parent, Holdco or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporations, Parent, Holdco or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporations, Parent, Holdco or any of their respective Subsidiaries; provided that, notwithstanding anything to the contrary in this Agreement, none of the Parent Parties shall be required to take, or cause to be taken, all appropriate actionsany action that, and doindividually or in the aggregate, would reasonably be expected to have an adverse effect on any of Parent, Holdco, the Company, the Surviving Corporations or any of their respective Subsidiaries in an amount that would be material to the Company or to Parent; provided, further, that, if requested by Parent, the Company will become subject to, consent to, or cause to be doneoffer or agree to, all thingsor otherwise take any action with respect to, necessaryany such requirement, proper condition, limitation, understanding, agreement or advisable to cause order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the conditions to Company in the event the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyoccurs.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms contrary, the parties hereto agree to make an appropriate filing of a Notification and conditions Report Form pursuant to the HSR Act and to make all other filings required by applicable foreign Antitrust Laws with respect to the Transactions as promptly as practicable and in any event prior to the expiration of this Agreement, Parent, on any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days after the Agreement Date) and to supply as promptly as practicable any additional information and documentary material that may be required pursuant to the HSR Act or any other Antitrust Law. The parties shall also consult and cooperate with one handanother, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. Without limiting the foregoing, the parties hereto agree (i) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) to the Partnership and the Partnership GPextent practicable, on to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iii) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other handparty of such communication, shall cooperate and (iv) to provide each other with copies of all written communications from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other and use may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, the Parent agrees, and shall cause their respective each of its Subsidiaries and Affiliates, to use its reasonable best efforts to (i) taketake any and all actions necessary to obtain any consents, clearances or cause to be taken, all appropriate actionsapprovals required under or in connection with Antitrust Laws, and doto enable all waiting periods under applicable Antitrust Laws to expire, and to use reasonable best efforts to avoid or cause to be doneeliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, all thingsin each case, necessary, proper or advisable to cause the conditions Transactions to occur prior to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside End Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as but not limited to (x) promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents complying with or modifying any requests for additional information (including any required or recommended filings under applicable Antitrust Laws), (iisecond request) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from by any Governmental Authority Entity, and (y) contesting, defending and appealing any threatened or third pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party necessary, proper or advisable hereto to consummate the transactions contemplated Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. Notwithstanding anything to the contrary in this Section 6.7(a), in no event shall Parent or the Purchaser be required to offer, negotiate, commit to or effect, by this Agreement consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any of the capital stock, assets, rights, products or businesses of the Parent and (iii) defend its Subsidiaries. Each party shall bear its own expenses and costs incurred in connection with any Proceedings challenging this Agreement HSR Act filings or other such competition filings and submissions which may be required by such party for the consummation of the transactions contemplated by Transactions pursuant to this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HeartWare International, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each Each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to parties hereto will (i) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Termination Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or clearance required under applicable Antitrust Laws for the consummation of the transactions contemplated Transactions, (ii) use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law, or regulation or rule, that may be asserted by this Agreement any Governmental Entity, or seek any other Person, with respect to the Transactions so as to enable the Effective Time to occur expeditiously (and in any event no later than the Termination Date), (iii) use its reasonable best efforts to defend through Agency Litigation or, if applicable, other litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the Transactions would violate any Law, or any regulation or rule of any Governmental Entity, in order to avoid entry of, or to have lifted vacated or rescinded terminated, any injunction or restraining order or Injunction, (iv) cause its respective inside and outside counsel to cooperate in good faith with counsel and other order adversely affecting Representatives of each other party hereto and use its reasonable best efforts to facilitate and expedite the ability identification and resolution of any such issues and, consequently, the expiration of waiting periods under any applicable Antitrust Laws at the earliest practicable dates (and in any event no later than the Termination Date), such reasonable best efforts and cooperation to include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of the parties reviewing antitrust authority and (B) to consummate confer on a current basis with each other regarding appropriate contacts with and response to personnel of such antitrust authority, (v) use its reasonable best efforts to cause the transactions contemplated herebyconditions set forth in Article VII to be satisfied on a timely basis, subject to the limitations set forth in this Section 6.6, and (vi) prior to the Effective Time, not acquire any business unless advised by counsel that in such counsel’s opinion so doing would not significantly increase the risk of an Injunction or materially delay the satisfaction of the condition set forth in Article VII. Notwithstanding the foregoing or any other provisions of this Agreement, in no event will Parent be required hereunder or otherwise to offer or agree to any of the following actions: (A) the sale, holding separate, licensing, modifying or otherwise disposing of all or any portion of the business, assets or properties of Parent, the Company or their respective Subsidiaries, (B) conducting or limiting the conduct of the business, assets or properties of Parent, the Company or their respective Subsidiaries, or (C) Parent, the Company or their respective Subsidiaries’ entry with a Governmental Entity any agreement, settlement, Order, other relief or action of a type referred to in clause (A) or (B) (a “Consent Decree”). The Company will take, and cause its Subsidiaries to take, all actions requested by Parent to satisfy any Consent Decree approved by Parent in its sole discretion; provided, however, that the effect thereof may at the Company’s or Parent’s request be conditioned on the occurrence of the Effective Time.
Appears in 1 contract
Samples: Transaction Agreement (Dover Downs Gaming & Entertainment Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of provided in this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, parties hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) taketake promptly, or cause to be taken, all appropriate actions, and doto do promptly, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings, including to obtain early termination of the waiting period under the HSR Act, and to avoid the entry or remove any injunctions, temporary restraining orders or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or for the consummation purpose of securing to the transactions parties hereto the benefits contemplated by this Agreement Agreement; provided, however, that Parent shall not be required to agree to any divestiture by Parent or seek to have lifted the Company or rescinded any injunction of Parent's subsidiaries or restraining order affiliates, of shares of capital stock or other order adversely affecting of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. In addition, each of the parties hereto agrees, and agrees to consummate instruct its respective counsel, to cooperate with each other to facilitate and to obtain all necessary waivers, consents and approvals, including but not limited to the transactions contemplated herebyexpiration or termination of the waiting period under the HSR Act, at the earliest practicable date. Notwithstanding anything herein to the contrary, no party hereto nor any of their representatives will communicate with any governmental agency (except on insubstantial procedural issues) without giving the other parties a reasonable opportunity to participate in such communication to the extent permitted by the government agency.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Juniper Networks Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, ParentParent and Merger Sub, on the one hand, and each of the Partnership and the Partnership GPGeneral Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, over all Common Units and Class B Units the non-economic General Partner Interest in the Partnership beneficially owned by Parent and the General Partner, as applicable, as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws)documents, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement Agreement, and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. Parent and its Affiliates shall enter into the Support Agreement by execution of a joinder thereto if at any time prior to the taking of the vote of the Common Units in respect of this Agreement the Parent or its Affiliates acquire beneficial or direct ownership of any Common Units.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CNX Midstream Partners LP)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided and applicable law, Parent, on the one hand, and each of the Partnership ACL Holdings, ACL and the Partnership GP, on the other hand, DHC shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, take or cause to be taken, taken all appropriate actions, actions and do, to do or cause to be done, done all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby and by this Agreement the other Restructuring Documents, and to cooperate fully with the others in connection with the foregoing (iiiwhether before, at or after the Closing Date), including using all reasonable best efforts (i) defend to obtain all required waivers, consents, approvals and authorizations from third parties and under any Proceedings challenging this Agreement federal, state, local or foreign law or regulation, including under the consummation of the transactions contemplated by this Agreement HSR Act, if applicable, (ii) to lift or seek to have lifted or rescinded rescind any injunction or restraining order or other order adversely affecting the ability of the parties Parties to consummate the transactions contemplated hereby, (iii) to effect all necessary registrations and filings and submissions of information requested by any Government Authority, (iv) in the event the Restructuring is to be effected through a Chapter 11 Case and a Chapter 11 Plan, to seek confirmation of the Chapter 11 Plan consistent with the terms hereof, and (v) to fulfill all conditions set forth in Articles VIII, IX, X, and XI of this Agreement, and the other Parties shall reasonably cooperate with the foregoing. Each of ACL Holdings, ACL and DHC further shall, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order applicable to it that would adversely affect the ability of the Parties to consummate the transactions contemplated hereby and by the other Restructuring Documents, use all reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. Notwithstanding anything herein to the contrary, this Agreement is being executed by the Unitholders in their capacities as equity holders and not, if applicable, as members of the Board of Representatives of ACL Holdings or in any other capacity, it being acknowledged that any duties and conduct as members of the Board of Representatives of ACL Holdings shall be solely as prescribed by law and not by this Agreement. Furthermore, the Unitholders hereto will use all reasonable best efforts for their actions alone and shall take no responsibility whatsoever for any activities of ACL Holdings, ACL and their Subsidiaries.
Appears in 1 contract
Samples: Recapitalization Agreement (American Commercial Lines LLC)
Reasonable Best Efforts. (aa)NMD shall and the Partnership shall (and shall cause each Partnership Party to), use their reasonable best efforts (i) Subject to obtain all approvals and consents required by or necessary for the terms and conditions of transactions contemplated by this Agreement, Parent(ii) to ensure that all of the conditions to the obligations of the Partnership and NMD contained in Sections 7.01 and 7.02, respectively, are satisfied timely and (iii) to either prior to or as promptly as practicable after Closing substitute the Partnership for NMD or its affiliates as a guarantor with respect to the items set forth on Schedule 6.04 (“Replacement Guarantees”). The Partnership shall indemnify and hold harmless NMD and its affiliates from and against any and all Damages arising from or relating to any item set forth on Schedule 6.04 that is not either released or expired in accordance with its terms. (b)Each of the one handPartnership and NMD acknowledges that certain actions may be necessary with respect to the matters and actions contemplated by this Section 6.04 such as making notifications and obtaining consents or approvals or other clearances that are material to the consummation of the transactions contemplated hereby, and each of the Partnership and the Partnership GPNMD agree to take such action as is reasonably necessary to complete such notifications and obtain such consents or approvals or other clearances, on the other hand, shall cooperate with the other and use and shall cause including causing their respective Subsidiaries affiliates to use such best efforts; provided, however, that nothing in this Section 6.04 or elsewhere in this Agreement shall require any Party (or its reasonable best efforts affiliates) to (i) takehold separate or make any divestiture of any asset or otherwise agree to, and no consents or cause approvals or other clearances shall be deemed to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, obtained for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date purposes of this Agreement if such consent or acquired thereafter approval or other clearance contains any restriction on their operations or other materially burdensome condition which would in favor any such case be material to the assets, liabilities or business of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicableNMD, the transactions contemplated Partnership, or any of their respective subsidiaries in order to obtain any consent or approval or other clearance required by this Agreement; provided, including preparing and filing as promptly as practicable all documentation further, that it being understood that such reasonable actions shall not include any requirement to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including offer or grant financial accommodations to any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend remain secondarily liable with respect to any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyliability. .
Appears in 1 contract
Samples: Contribution Agreement
Reasonable Best Efforts. (a) Subject to and upon the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, parties hereto shall cooperate with the other parties hereto and use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things, things necessary, proper or advisable to cause the conditions to the Closing set forth in Article VI applicable to such party to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions Transactions, including (A) taking all such actions contemplated by this the terms of the Statutory Merger Agreement, including (B) otherwise preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents and (including C) executing and delivering any required or recommended filings under applicable Antitrust Laws)additional instruments necessary to consummate the Transactions, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations Consents from any Governmental Authority or third third-party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and Transactions, including any such Consents required under applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to avoid any Actions by any Governmental Authorities with respect to this Agreement or the Transactions and (iv) defend or contest in good faith any Proceedings Action by any third- party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by Transactions. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.05 or seek elsewhere in this Agreement shall require Parent or Merger Sub to have lifted take or rescinded agree to take any injunction action with respect to any of its Affiliates (including any Person in which any of its Affiliates has any debt or restraining order equity investment and any affiliated or other order adversely affecting commonly advised investment fund) or any direct or indirect portfolio companies (as such term is understood in the ability of the parties to consummate the transactions contemplated herebyprivate equity industry) thereof.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership Company, Holdings, TG, each Seller and the Partnership GP, on the other hand, Purchaser shall cooperate with the other and use and shall cause their respective Subsidiaries to use its respective reasonable best efforts to (i) take, or cause the Transactions to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied consummated as promptly soon as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as (ii) make promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended submissions and filings under applicable Antitrust Laws)Laws with respect to the Transactions, (iiiii) promptly furnish information required in connection with such submissions and filings under such Antitrust Laws, (iv) keep the other parties reasonably informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws, and (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws by any Governmental Authority with respect to the Transactions and (v) obtain promptly (and in any event no later than the Outside Date) all actions or non-actions, approvals, consents, clearances, expirations or terminations of waiting periodswaivers, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated Transactions as soon as practicable. For purposes hereof, "Antitrust Laws" means the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act and all other applicable Laws issued by this Agreement and (iii) defend any Proceedings challenging this Agreement a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the consummation purpose or effect of the transactions contemplated by this Agreement monopolization or seek to have lifted restraint of trade or rescinded any injunction lessening of competition through merger or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyacquisition.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, parties hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts (subject to, and in accordance with, applicable Legal Requirements) to (i) take, or cause to be taken, promptly all appropriate actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to cause consummate and make effective the conditions to Merger and the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of other transactions contemplated by this Agreement, retaining ownership including: (i) the obtaining of all necessary consents or waivers from third parties and voting control overGovernmental Entities; (ii) the defending of any lawsuits or other legal proceedings, and voting whether judicial or causing to be votedadministrative, all Common Units and Class B Units beneficially owned by Parent as of the date of challenging this Agreement or acquired thereafter in favor the consummation of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement; and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, including preparing and filing nothing in this Section 6.04(b) shall: (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.01 so long as promptly as practicable such party has up to then complied in all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings material respects with its obligations under applicable Antitrust Lawsthis Section 6.04(b), ; (ii) obtain promptly require any party to offer, accept or agree to (and A) dispose or hold separate any part of its businesses, operations, assets or product lines; (B) not compete in any event no later geographic area or line of business; (C) restrict the manner in which, or whether, such party or any of its Affiliates may carry on business in any part of the world; or (D) pay any consideration (other than the Outside Dateordinary course filing, application or similar fees and charges) all approvalsto obtain any approval, consents, clearances, expirations consent or terminations of waiting periods, registrations, permits, authorizations and other confirmations waiver from any Governmental Authority or a third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and hereby, including the Merger; or (iii) defend require any Proceedings challenging party to this Agreement to contest or the consummation otherwise resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the transactions contemplated by this Agreement or seek to have lifted or rescinded hereby, including the Merger, as violative of any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyantitrust law.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, Each party hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, make or cause to be takenmade, all appropriate actions, in cooperation with the other parties hereto and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing extent applicable: (i) within ten Business Days after the Agreement Date an appropriate filing of a Notification and Report Form pursuant to be satisfied the HSR Act with respect to the Offer and the Merger; and (ii) as promptly as practicable after the Agreement Date all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under other applicable Antitrust Laws relating to the Offer and the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information or documentary material made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Body relating to the Offer and the Merger; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body under any Antitrust Law relating to the Offer and the Merger; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice under any Antitrust Law relating to the Offer and the Merger, subject to advice of such party’s counsel; and (D) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary consistent with this Section 5.4 to avoid the entry of a Restraint and to cause, as soon as reasonably possible (and in any event no event, not later than the Outside Date), includingthe expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law relating to the Offer and the Merger and the occurrence of the Effective Time. In connection with the foregoing, for each party hereto shall use its reasonable best efforts: (w) to give the avoidance other party reasonable prior notice of doubtany communication with, and any proposed understanding or agreement with, any Governmental Body regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body, in each case under any Antitrust Law relating to the case Offer and the Merger, subject to an appropriate confidentiality agreement and the advice of Parent until such party’s antitrust counsel; (x) to give the Effective Time or the termination of this Agreement, retaining ownership and voting control overother party advance notice of, and voting permit the other party to participate in, any meeting or causing conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to be votedthe Offer and the Merger; (y) if attending a meeting, all Common Units conference, or conversation with a Governmental Body under any Antitrust Law relating to the Offer and Class B Units beneficially owned the Merger, from which the other party is prohibited by Parent as of applicable Law or by the date of this Agreement applicable Governmental Body from participating in or acquired thereafter attending, to keep the other reasonably apprised with respect thereto; and (z) to consult and cooperate with the other party in favor of connection with any information or proposals submitted in connection with any proceeding, inquiry, or other proceeding under any Antitrust Law relating to the Merger at Offer and the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Merger. Parent shall be free responsible for all filing fees payable to vote such Common Units and Class B Units a Governmental Body in Parent’s sole discretion) and connection with the filings required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by be made pursuant to this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust LawsSection 5.4(a), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.
Appears in 1 contract
Reasonable Best Efforts. The Merger Agreement provides that, subject to its terms and conditions, each of the parties thereto will (a) Subject make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and the EC Merger Regulation with respect to the terms transactions contemplated by the Merger Agreement and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to (b) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actionsaction, and to do, or cause to be done, all things, things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (under applicable laws and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this the Merger Agreement and the Stock Purchase Agreement, including preparing and filing as promptly as practicable including, without limitation, using its reasonable best efforts to obtain all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvalspermits, consents, clearancesapprovals, expirations or terminations authorizations, qualifications and orders of waiting periods, registrations, permits, authorizations governmental authorities and other confirmations from any Governmental Authority or third party necessary, proper or advisable parties to consummate contracts with the transactions contemplated by this Agreement Company and (iii) defend any Proceedings challenging this Agreement or the Subsidiaries as are necessary for the consummation of the transactions contemplated by this the Merger Agreement and to fulfill the conditions to the Offer and the Merger; PROVIDED that neither Purchaser nor CSG will be required to take any action that would have a Material Adverse Effect (as defined in the Merger Agreement) on the Company or seek CSG, including entering into any consent decree, hold separate orders or other arrangements that would have a Material Adverse Effect on the Company or CSG. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of the Merger Agreement, the proper officers and directors of each party to the Merger Agreement will use their reasonable best efforts to take all such action. Additionally, CSG, Purchaser and the Company have agreed to cooperate and use their reasonable best efforts to vigorously contest and resist any claim, litigation, suit action, proceeding or investigation, including administrative or judicial action, and to have lifted vacated, lifted, reversed or rescinded overturned any decree, judgment, injunction or restraining order or other order adversely affecting the ability (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the parties to consummate the transactions contemplated herebyby the Merger Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Credit Suisse Group /Fi)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, Holdings and Merger Sub, on the one hand, and each of the Partnership and the Partnership GPGeneral Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent Parent, Holdings and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control overcontrol, and voting directly or causing to be votedindirectly, over all Common Units and Class B Preferred Units and the General Partner Interest in the Partnership beneficially owned by Parent Parent, Holdings, any of their respective Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Changethereafter, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws)documents, (ii) promptly obtain promptly (and in any event no later than the Outside Date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permitsPermits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement Agreement, and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, no party hereto nor its Affiliates shall be obligated pursuant to this Section 6.3 to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any Governmental Authority that involves (i) making any divestiture or disposition of any portion of any business or assets or (ii) accepting or entering any consent decree or hold separate order.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shell Midstream Partners, L.P.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, Each party shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, make or cause to be takenmade, all appropriate actions, in cooperation with the other parties and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied extent applicable and as promptly as practicable (and in any event no within ten (10) Business Days): (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger; and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other antitrust, competition, trade regulation, or other Legal Requirements relating to the Merger (except as otherwise expressly provided herein). Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice, U.S. Federal Trade Commission or any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice, subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Legal Requirements. In connection with the foregoing: (1) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (2) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend or participate; (3) if one party is prohibited by applicable Legal Requirements or by the applicable Governmental Body from participating in or attending any meetings, conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto; and (4) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust laws. Without limiting the foregoing, but subject to Section 4.5(b) and Section 4.5(c), the Company and Parent shall each use its reasonable best efforts to eliminate impediments under any antitrust law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreementherein provided, ParentBuyer, on the one hand, and each of the Partnership and the Partnership GPSellers, on the other hand, shall cooperate with the other (and use and each Seller shall cause their respective Subsidiaries to its subsidiaries to) use its respective reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things, things necessary, proper or advisable under Applicable Laws and regulations to cause ensure that the conditions to the Closing to be satisfied as promptly as practicable (and set forth in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) are satisfied and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementTransactions, including preparing including, without limitation, the following: (a) Buyer, on the one hand, and filing as promptly as practicable all documentation to effect all necessary filingseach of the Sellers, notificationson the other hand, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly shall (and each Seller shall cause its subsidiaries to) use its reasonable best efforts (including, in the case of the Sellers, petitioning the Bankruptcy Court pursuant to Sections 363 and 365 of the Bankruptcy Code) to obtain, at its own expense, any event no later than the Outside Date) and all approvals, consentsauthorizations, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations consents and other confirmations from any actions by Governmental Authority Entities, administrative agencies, courts and other Persons necessary or third appropriate (above and beyond the entry of the Sale Order) for such party necessary, proper or advisable to consummate the transactions Transactions. Without limiting the generality of the foregoing, each Seller shall (and shall cause its Subsidiaries to) use its reasonable best efforts, considering the operation, force and effect of the Sale Order in authorizing such transfers, to obtain, at its own expense, any approvals, authorizations, consents and other actions by all parties necessary for the Sellers to transfer to Buyer, as applicable, and Buyer to receive, all assets associated with the Business which are Acquired Assets. (b) Each of the Sellers shall take all actions, including appropriate service and notice of pleadings, in form and substance reasonably satisfactory to Buyer, needed to obtain a Sale Order that authorizes, orders and effects a sale of all of the Acquired Assets free and clear of all Excluded Liabilities and Liens other than Assumed Liens and the other orders contemplated by herein. 10 (c) Each Seller shall cooperate fully, following entry of the Sale Order approving the sale of the Acquired Assets to Buyer or its designee, in the arrangements for the transfer of the Acquired Assets from the Sellers to Buyer in an orderly fashion, free and clear of and from any and all Excluded Liabilities and Liens other than Assumed Liens and otherwise in accordance with the terms, provisions and conditions of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, including to the extent reasonably practical, entering into any ancillary insolvency, restructuring or similar proceedings in any relevant non-U.S. jurisdiction. (iiid) defend any Proceedings challenging this Agreement or Without limiting the consummation generality of the transactions contemplated by this Agreement or seek foregoing, the parties hereto shall furnish to have lifted or rescinded any injunction or restraining order or each other order adversely affecting such necessary information and reasonable assistance, as each may request in connection with each Seller’s preparation and filing of applications, motion papers and filings, including the ability Bid Procedures and Sale Motion needed to obtain Bankruptcy Court approval of the parties Transactions, and shall execute any additional instruments necessary to consummate the transactions contemplated herebyTransactions, whether before or after the Closing. (e) Subject to Applicable Law and the instructions of any Governmental Entity, the Sellers and Buyer each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Buyer or the Sellers, from any third party and/or any Governmental Entity with respect to such Transactions. (f) Not fewer than five (5) days prior to Closing or such earlier date as prescribed by Applicable Law, Sellers shall obtain all approvals and certificates (including tax clearance certificates and all applicable bulk sale filings) required by any Governmental Entity and shall deliver all notices required by any Governmental Entity in connection with the sale of the Acquired Assets except to the extent that any such approval certificate is not required by entry of the Sale Order. (g) Sellers and Buyer shall use their reasonable best efforts to satisfy and otherwise address matters related to the conveyance of Circuit City Data identified by the CPO in the CPO Report or otherwise. SECTION 5.03.
Appears in 1 contract
Samples: Asset Purchase Agreement
Reasonable Best Efforts. (a) Subject Each party shall make or cause to the terms and conditions of this Agreementbe made, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate in cooperation with the other parties and use to the extent applicable and as promptly as practicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Entities under any other antitrust, competition, trade regulation, or other Laws relating to the Merger. Each party shall cause their respective Subsidiaries to use its reasonable best efforts to (i) takerespond at the earliest practicable date to any requests for additional information made by the United States Department of Justice or any other Governmental Authorities, or cause (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of any Governmental Authority, (iii) furnish to be takeneach other all information required for any filing, all appropriate actionsform, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel, and do, or cause to be done, (iv) take all things, necessary, proper or advisable other actions reasonably necessary to cause the conditions expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Laws as soon as practicable and not extend any waiting period under the HSR Act or any foreign antitrust, competition or similar Laws or enter into any agreement with a Governmental Authority not to consummate the Merger, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Authority regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Authority with respect to the Merger subject to advice of such party’s antitrust counsel, (B) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation, with any Governmental Authority in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and/or participate, (C) if one party is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any meetings or conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust Law. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (i) to avoid the entry of any Restraint and (ii) to eliminate every impediment under any antitrust Law that may be asserted by any Governmental Authority so as to enable the Closing to be satisfied occur as promptly soon as practicable reasonably possible (and in any event no later than the Outside Termination Date). Notwithstanding the foregoing, includingneither Parent nor any of its Subsidiaries shall be required to (i) propose, for the avoidance negotiate, commit to or effect any such sale, divestiture or disposition of doubt, in the case assets or business of Parent until the Effective Time or the termination Company, or any of this Agreementtheir respective Subsidiaries, retaining ownership and voting control overor offer to take or offer to commit to take any such action, and voting or causing to be votedprovided, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case that Parent shall be free required to vote use commercially reasonable efforts to take such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effectiveaction, or effect such sale, divestiture or disposition, where such action, sale, divestiture or disposition, individually or in the most expeditious manner practicableaggregate, would not result in the transactions contemplated one year loss of net sales revenues (as measured by this Agreementnet 2010 sales revenue) in excess of $40,000,000, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations commence or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement suit, action, or proceeding related to the consummation of the transactions contemplated by this Agreement foregoing or seek to avoid entry of, or to have lifted vacated, overturned or rescinded terminated, any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyRestraint.
Appears in 1 contract
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of provided in this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, parties hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) taketake promptly, or cause to be takentaken promptly, all appropriate actions, and doto do promptly, or cause to be donedone promptly, all things, things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (under applicable laws and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreementhereby, including preparing to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and filing as promptly as practicable all documentation other documents required to be delivered hereunder and to effect all necessary filingsregistrations and filings and to remove any injunctions or other impediments or delays, notificationslegal or otherwise, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that no party shall be required to agree (and the Company shall not agree without the prior written consent of Parent) to (a) any license, sale, franchise, divestiture or other disposition or hold separate (through establishment of a trust or otherwise) of any shares of its capital stock or of any of its business locations, business lines, businesses, assets, categories of assets, or properties, its subsidiaries or affiliates, (b) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company, (c) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (a), (b) or (c), an “Action of Divestiture”), (d) other than as contemplated by the Merger or to the extent that such actions are, individually or in the aggregate, of a de minimis nature, (i) terminate any existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (ii) terminate any venture or other arrangement; (iii) defend create any Proceedings challenging new relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (iv) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries. Nothing herein shall require Parent or permit the Company (without the prior written consent of Parent) to litigate with any Governmental Entity. Nothing in this Agreement shall require Parent or permit the consummation Company (without the prior written consent of Parent) to pay any consideration or agree to any modifications of existing Contracts or entry into new Contracts (other than the payment of customary filing and application fees) in connection with obtaining any waivers, consents, approvals from Governmental Entities or other Persons in connection with this Agreement, the Related Agreements or the transactions contemplated by this Agreement hereby or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebythereby.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, parties hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts (subject to, and in accordance with, applicable law) to (i) take, or cause to be taken, promptly all appropriate actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in effective the most expeditious manner practicable, Merger and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect (i) the obtaining of all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications Consents or waivers from third parties and other documents (including any required or recommended filings under applicable Antitrust Laws)Governmental Authorities, (ii) obtain promptly (and in the defending of any event no later than the Outside Date) all approvalslawsuits or other legal proceedings, consentswhether judicial or administrative, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded Agreement, and (iii) the execution and delivery of any injunction or restraining order or other order adversely affecting the ability of the parties additional instruments necessary to consummate the transactions contemplated herebyby this Agreement. For purposes of this Agreement, “reasonable best efforts” shall not include nor require either party or its subsidiaries to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of any asset, in each case if such sale, separation or disposition or agreement with respect thereto would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to such party, or (B) conduct or agree to conduct its business in any particular manner if such conduct or agreement with respect thereto would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to such party, or (C) agree to any order, action or regulatory condition of any regulatory body, whether in an approval proceeding or another regulatory proceeding, that, if effected, would cause a material reduction in the expected benefits for such party’s shareholders (for example, the parties expect their customers to participate in the benefits of the transactions contemplated by this Agreement in amounts up to but not exceeding (x) the benefits of joint system dispatch and fuel savings as they materialize in future fuel clause proceedings and (y) rates that are lower than they otherwise would have been as net merger savings materialize in future rate proceedings initiated in the ordinary course of business) (any of the foregoing effects, a “Burdensome Effect”).
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each of the Partnership and the Partnership GP, on the other hand, parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use its use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementTransactions, including preparing and filing as promptly as practicable and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated Transactions; provided that in no event shall Parent or Merger Sub or any of their respective Affiliates be required by this Agreement and (iii) defend Section 6.4 or any Proceedings challenging other provision of this Agreement to (A) license, divest, dispose of or hold separate any material portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries or otherwise take or commit to take any action that limits in any material respect its ability to retain and effectively control a material portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries, or that would reasonably be expected to have a material adverse effect on Parent and its Subsidiaries (including the Surviving Corporation) taken as a whole after giving effect to the Transactions, or (B) agree to or effect any license, divestiture, disposition or hold separate 55 any business or take any other action or agree to any limitation that is not conditioned on the consummation of the transactions contemplated Offer; provided, further, that the Company (x) shall not take or agree to take any action identified in clause (A) or (B) of the immediately preceding sentence without the prior written consent of Parent and (y) if so requested by this Agreement Parent, shall use reasonable best efforts to effect any license, divestiture or seek disposition of, or hold separate, any of the Company’s assets or businesses necessary to have lifted obtain clearances or rescinded any injunction approvals required for the Closing under the Antitrust Laws, provided that such action is conditioned on the consummation of the Merger and does not reduce the amount or restraining order delay the payment of the Offer Price or Merger Consideration payable in connection with the Transactions. For purposes hereof, “Antitrust Laws” means all applicable Law issued by a United States federal or state Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, and, where the failure to comply with which would reasonably be expected to be material to the ownership or operation of Parent, the Company or their businesses, the applicable requirements of antitrust or other order adversely affecting competition laws of jurisdictions other than the ability of the parties United States or investment laws relating to consummate the transactions contemplated herebyforeign ownership.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject Each of Parent and the Company shall (i) submit their respective Premerger Notification and Report Form in compliance with the HSR Act and the rules and regulations promulgated thereunder with respect to the terms and conditions transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, Parent, on ; (ii) use reasonable best efforts to promptly respond to any oral or written request for information or documents or any other questions from the one hand, Federal Trade Commission or Department of Justice during the initial 30-day HSR Act waiting period; (iii) use reasonable best efforts to substantially comply with a Request for Additional Information and each of Documents issued pursuant to the Partnership HSR Act and the Partnership GP, on the other hand, shall rules and regulations promulgated thereunder; and (iv) act in good faith and cooperate with the other and party in connection with any filing or submission to the Federal Trade Commission, Department of Justice or any other Governmental Entity with respect to any filing or submission addressing or resolving any investigation or inquiry of the Federal Trade Commission, Department of Justice or any other Governmental Entity under the Antitrust Laws with respect to the transactions contemplated by this Agreement. To the extent not prohibited by the HSR Act or any other applicable Laws, each party to this Agreement shall use and shall cause their respective Subsidiaries to use its all reasonable best efforts to (i) takefurnish to each other party all information required for any application, filing or submission to be made by the other party pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. Each party to this Agreement shall give each other party reasonable prior notice of any communications or meetings with, or cause any intention to be takenenter into, all appropriate actionsany proposed understanding, and doundertaking, order or cause agreement with the Federal Trade Commission, Department of Justice or any other Governmental Entity. None of the parties to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control overor the parties’ counsel, and voting shall independently participate in any meeting or causing engage in any substantive conversation with the Federal Trade Commission, Department of Justice or any other Governmental Entity with respect to be votedany formal or informal investigation of, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicableinquiry into, the transactions contemplated by this Agreement, including preparing without giving the other parties prior notice of the meeting or conversation and, unless prohibited by the Federal Trade Commission, Department of Justice or any other Governmental Entity, the opportunity to attend and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and participate in any event no later than meeting or substantive conversation. The parties to this Agreement shall consult and cooperate with one another in connection with the Outside Date) all approvalsneed for and preparation of any analyses, consentspresentations, clearancesmemoranda, expirations briefs, arguments, opinions, proposals, and/or any other communications made or terminations submitted by or on behalf of waiting periodsany party to this Agreement with respect to any formal or informal investigation of, registrationsor inquiry into, permitsor in connection with any proceedings instituted by the Federal Trade Commission, authorizations and Department of Justice or any other confirmations from any Governmental Authority or third party necessary, proper or advisable Entity relating to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyAgreement.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, Holdings and Merger Sub, on the one hand, and each of the Partnership and the Partnership GPGeneral Partner, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use its their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date)reasonably practicable, including, for the avoidance of doubt, in the case of Parent Parent, Holdings and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control overcontrol, and voting directly or causing to be votedindirectly, over all Common Units and Class B Units the General Partner Interest in the Partnership beneficially owned by Parent Parent, Holdings, any of their respective Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Changethereafter, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws)documents, (ii) promptly obtain promptly (and in any event no later than the Outside Date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement Agreement, and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. If, at any time prior to the effectiveness of the Written Consent, Parent or its Affiliates (other than Holdings) acquire a beneficial or direct ownership of any Common Units, then Parent and its Affiliates shall enter into the Support Agreement by execution of a joinder thereto. Notwithstanding anything in this Agreement to the contrary, neither party nor its Affiliates shall be obligated pursuant to this Section 6.3 to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any Governmental Authority that involves (i) making any divestiture or disposition of any portion of any business or assets or (ii) accepting or entering any consent decree or hold separate order.
Appears in 1 contract
Samples: Agreement and Plan of Merger (BP Midstream Partners LP)
Reasonable Best Efforts. (a) Subject Prior to the terms and conditions of this AgreementClosing, Parent, on the one hand, and each of the Partnership Purchasers and the Partnership GP, on the other hand, Sellers shall cooperate with the other and use and shall cause their respective Subsidiaries to use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things, things necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in under any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and applicable Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the Acquisition and the other transactions contemplated by this Agreement including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Acquisition and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) the satisfaction of the other parties’ conditions to consummating the Acquisition and the other transactions contemplated by this Agreement, (iii) taking all reasonable actions necessary to obtain promptly (and cooperation with each other in obtaining) any event consent, authorization, order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by the Purchasers, the Sellers, the Companies, the Subsidiary or any of their respective Affiliates in connection with the Acquisition and the other transactions contemplated by this Agreement or the taking of any action contemplated by this Agreement, (iv) pursuing the execution of each resignation described in Section 1.03(b)(iii) in the Agreed Form; (v) pursuing the written resignations, to take effect as of the Closing, of (A) the auditors of UPC England in the form required by section 519 of the Companies Xxx 0000 (the “UK Companies Act”) with acknowledgements to the effect that such auditors are of the opinion that there are no circumstances of the nature referred to in section 519(1) and (2) of the UK Companies Act that need to be brought to the attention of the members or creditors of UPC England in connection with their resignation and (B) the auditors of UPC Singapore with acknowledgements to the effect that they have no claims against UPC Singapore, (vi) if requested in writing not later than fifteen (15) calendar days before the Outside Closing Date, procuring through meetings of the boards of directors of UPC England and UPC Singapore, as applicable, the appointment, subject to and effective from and after the Closing, of the persons the Purchasers identify to the Sellers in that written request as (A) all approvalsauditors of UPC England, consents(B) auditors of UPC Singapore, clearances(C) auditors of the Subsidiary and (D) as directors and secretary of UPC England and UPC Singapore, expirations or terminations (vii) procuring the passage in a general meeting of waiting periodsUPC Singapore of an ordinary resolution accepting the resignation of the auditors of UPC Singapore and, registrationsif requested in writing not later than fifteen (15) calendar days before the Closing Date, permitsappointing the persons the Purchasers identify to the Sellers in that written request as auditors of UPC Singapore, authorizations (viii) if requested in writing not later than fifteen (15) calendar days before the Closing Date, change the registered office of UPC England to the location the Purchasers provide to the Sellers in that written request, and other confirmations from (ix) the execution and delivery of any Governmental Authority or third party necessary, proper or advisable additional instruments necessary to consummate the Acquisition and the other transactions contemplated by this Agreement and (iii) defend any Proceedings challenging to fully carry out the purposes of this Agreement or the consummation of the transactions contemplated by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyAgreement.
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Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the one hand, and each Each of the Partnership and the Partnership GP, on the other hand, parties hereto shall cooperate with the other and use and shall cause their respective Subsidiaries to (i) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Termination Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations any clearance required under the HSR Act and any other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or Antitrust Laws for the consummation of the transactions contemplated Transactions, (ii) use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law, or regulation or rule, that may be asserted by this Agreement any Governmental Entity, or seek any other Person, with respect to the Transactions so as to enable the Effective Time to occur expeditiously (and in any event no later than the Termination Date), (iii) use its reasonable best efforts to defend through Agency Litigation or, if applicable, other litigation on the merits any claim asserted in any court, administrative tribunal or hearing that the Transactions would violate any Law, or any regulation or rule of any Governmental Entity, in order to avoid entry of, or to have lifted vacated or rescinded terminated, any injunction or restraining order or Injunction, (iv) cause its respective inside and outside counsel to cooperate in good faith with counsel and other order adversely affecting representatives of each other party hereto and use its reasonable best efforts to facilitate and expedite the ability identification and resolution of any such issues and, consequently, the expiration of the parties applicable HSR Act waiting period and the waiting periods under any other Antitrust Laws at the earliest practicable dates (and in any event no later than the Termination Date), such reasonable best efforts and cooperation to consummate include causing their respective inside and outside counsel (A) to keep each other appropriately informed on a current basis of communications from and to personnel of the transactions contemplated hereby.reviewing antitrust authority and (B) to confer on a current basis with each other regarding appropriate contacts with and response to personnel of such antitrust authority, (v) use its reasonable best efforts to cause the conditions set forth in Exhibit A and Article VIII to be satisfied on a timely basis, subject to the limitations set forth in this Section 7.6, and (vi) prior to the Acceptance Time, not acquire any business involving annual revenues in excess of $25.0 million unless advised by counsel that in such counsel’s opinion so doing would not significantly increase the risk of an Injunction or materially delay the satisfaction of the condition set forth in paragraph 1(c) or paragraph 2(b) of Exhibit A.
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Samples: Transaction Agreement (S1 Corp /De/)
