Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Subject to the terms and conditions of this Agreement, each of the Company and the undersigned will proceed diligently and in good faith to, as promptly as practicable (x) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental or regulatory authorities or any public or private third parties required of the Company and the undersigned to consummate the transactions contemplated hereby and by the Merger Agreement, and (y) provide such other information and communications to such governmental or regulatory authorities or other public or private third parties as the other party or such governmental or regulatory authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1) take promptly all actions necessary to make the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), pursuant to the HSR Act, and (3) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company Xxxxx and the undersigned Buyer will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of the Company and the undersigned Buyer, Xxxxx or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, (i) each of the parties will (1x) take promptly all actions necessary to make the filings required of Buyer and Xxxxx or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 7.02 and 7.03, each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Offer or the Merger or the other matters contemplated by this Agreement or the Stockholders Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Principal Party will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of the Company and the undersigned Principal Party or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party Principal Party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties Principal Party will (1i) take promptly all actions necessary to make the filings required of either of the Principal Party or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations promulgated thereunder Competition Act (the "HSR Act") Canada), (2ii) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from (A) the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, Act and (3B) any Canadian Governmental or Regulatory Authority pursuant to the Competition Act (Canada), (iii) cooperate with the other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and the Competition Act (Canada) and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either any Governmental or Regulatory Authority of competent jurisdiction, and (iv) proceed diligently and in good faith to obtain early termination of any waiting period applicable to the FTC or Merger under the Antitrust Division or state attorneys generalHSR Act and Competition Act (Canada).

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 7.02 and 7.03, each of the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Offer, the Merger and the other matters contemplated hereby and by the Merger Stock Option Agreement, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party hereto or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the XxxxHSR Act and under comparable merger notification or competition laws of non-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976U.S. jurisdictions, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR ActAct or the authorities of such other jurisdictions, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Offer or the Merger or the other matters contemplated by this Agreement commenced by either the FTC or FTC, the Antitrust Division or Division, state attorneys generalgeneral or any other Governmental or Regulatory Authority.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976no later than fifteen business days after the date hereof, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Harsco will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Harsco, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Stock Option Agreement, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, (i) each of the parties will (1x) take promptly all actions necessary to make the filings required of Harsco and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.general 6.05

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.2 and 6.3, each of the Company and the undersigned will proceed diligently and in good faith Parent shall use commercially reasonable efforts to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the Merger and the other transactions contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their Affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "“FTC"”) or the Antitrust Division of the Department of Justice (the "“Antitrust Division"), ”) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's ’s filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other transactions contemplated by this Agreement commenced by either any of the FTC or FTC, the Antitrust Division or any state attorneys or state attorney general. Notwithstanding the foregoing, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain the Company, or any of the material businesses or assets of the Company or its Subsidiaries. Each of the Parties will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental or Regulatory Authorities in connection with the foregoing required regulatory and other approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Principal Party will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of the Company and the undersigned Principal Party or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party Principal Party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties Principal Party will (1i) take promptly all actions necessary to make the filings required of either of the Principal Party or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations promulgated thereunder Competition Act (the "HSR Act") Canada), (2ii) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from (A) the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, Act and (3B) any Canadian Governmental or Regulatory Authority pursuant to the Competition Act (Canada), (iii) cooperate with the other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and the Competition Act (Canada) and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either any Governmental or Regulatory Authority of competent jurisdiction, and (iv) proceed diligently and in good faith to obtain early termination of any waiting period applicable to the FTC or Merger under the Antitrust Division or state attorneys generalHSR Act and Competition Act (Canada).

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 0 and 0, each of the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith; notwithstanding the foregoing, the parties agree to make any necessary filings under the HSR Act within fifteen (15) days of the date hereof. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable: (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02, 6.03 and 6.06, each of the Company and the undersigned will Parent shall jointly develop a regulatory approval plan and proceed diligently cooperatively and in good faith to, as promptly as practicable practicable, (xi) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries or Joint Ventures to consummate the transactions Merger and the other matters contemplated hereby (including without limitation those set forth on Section 3.04 of the Company Disclosure Letter and by Section 4.04 of the Merger AgreementParent Disclosure Letter), and (yii) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1w) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and to comply with filing and approval requirements of 1976the FERC and each state Governmental or Regulatory Authority, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2x) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3y) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalgeneral or by the FERC or any State Governmental or Regulatory Authority having jurisdiction with respect to the Merger or another transaction contemplated by this Agreement, and (z) provide to the other promptly copies of all correspondence between such party and the applicable Governmental or Regulatory Authority with respect to any filings referred to in this Section 6.08, and shall give the other party the opportunity to review such filings and all responses to requests for additional information by such Governmental or Regulatory Authority prior to their being filed therewith.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Principal Party will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of the Company and the undersigned Principal Party or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party Principal Party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties Principal Party will (1x) take promptly all actions necessary to make the filings required of either of the Principal Party or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party Principal Party in connection with such partyPrincipal Party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.. 6.08 [Omitted] 6.09

Regulatory and Other Approvals. Subject to the terms Sellers and conditions of this AgreementBuyer will (a) take all commercially reasonable steps necessary or desirable, each of the Company and the undersigned will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable (x) to obtain all consents, approvals or actions of, to make all filings with and to give all notices to governmental Governmental or regulatory authorities or any public or private third parties Regulatory Bodies required of the Company and the undersigned such parties or their Affiliates to consummate the transactions contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities or other public or private third Regulatory Bodies as such parties as the other party or such governmental Governmental or regulatory authorities or other public or private third parties Regulatory Bodies may reasonably request in connection therewiththerewith and (c) cooperate with each other as promptly as practicable in connection with the foregoing. To the extent reasonably practicable, each party hereto will provide prompt notification to the other party hereto or its Affiliates when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable and will advise each other party hereto of any communications (and, unless precluded by Law, provide copies in advance to each other party hereto of any communications that are in writing, other than the filings under the HSR Act described below) with any Governmental or Regulatory Body regarding the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of unless the parties hereto otherwise agree, Sellers and Buyer will (1) take promptly all actions necessary to make the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2) comply at the earliest practicable date with any request for additional information received from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), pursuant to the HSR Act, and (3) cooperate with the other party in connection with such party's their respective filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning within 5 Business Days after the transactions contemplated by date of this Agreement commenced by either and coordinate the FTC or timing for releasing a press announcement attached hereto as Exhibit C on the Antitrust Division or state attorneys generalfirst Business Day after each of Buyer and Sellers have made their respective filings under the HSR Act.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, (i) each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each prior to consummation of the Offer Company and the undersigned will proceed diligently and in good faith towill, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties listed on Schedule 3.04 or required of the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger or the Offer and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties parties, as applicable, will (1x) take promptly all actions necessary to make the any filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the "HSR Act") ), (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary or Investment of Parent or of the Company or any assets or properties thereof.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary of Parent or of the Company or any assets or properties thereof which, individually or in the aggregate, would be material to Parent and its Subsidiaries taken as a whole or would be reasonably likely to materially diminish the value of the transaction to Parent.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties parties, as applicable, will (1x) take promptly all actions necessary to make the any filings required of Parent and the Company or their affiliates under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the "HSR Act") ), (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary or Investment of Parent or of the Company or any assets or properties thereof.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Section 6.2, each of the Company Proxima and the undersigned In Focus will proceed diligently and in good faith use commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable (x) practicable, obtain all consents, approvals or actions of, make all filings with and give all notices to governmental or regulatory authorities Governmental Entities or any other public or private third parties required of the Company and the undersigned Proxima, In Focus or any of their Subsidiaries to consummate the transactions contemplated hereby Exchange Offer and by the Merger Agreement, and (y) provide such other information and communications to such governmental or regulatory authorities Governmental Entities or other public or private third parties as the other party hereto or such governmental or regulatory authorities Governmental Entities or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of In Focus and Proxima or their affiliates under the XxxxHSR Act and under comparable merger notification or competition laws of non-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976U.S. jurisdictions, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR ActAct or the authorities of such other jurisdictions, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Exchange Offer or the other matters contemplated by this Agreement commenced by either the FTC or FTC, the Antitrust Division or Division, state attorneys generalgeneral or any other Governmental Entity.

Regulatory and Other Approvals. (a) Subject to the terms and conditions of this Agreement, each of the Target Companies, their Subsidiaries and the Company and the undersigned Parent will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable practicable, (xi) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental or regulatory authorities Governmental Entities or any other public or private third parties required of Parent, the Merger Subs, the Target Companies, their Subsidiaries, or the Company and the undersigned to consummate the Mergers and the other transactions contemplated hereby and by the Merger Agreement, and (yii) provide such other information and communications to such governmental or regulatory authorities Governmental Entity or other public or private third parties as the other party or such governmental or regulatory authorities Governmental Entity or other public or private third parties may reasonably request in connection therewithrequest. In addition to and not in limitation of the foregoing, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent, the Target Companies, their Subsidiaries and the Company or their Affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976HSR Act, as amended, and the NASD membership rules and regulations promulgated thereunder other applicable federal and state securities laws; (the "HSR Act") (2y) comply at the earliest practicable date with any request for additional information received by such party or its Affiliates from the Federal Trade Commission (the "“FTC"”) or the Antitrust Division of the Department of Justice (the "“Antitrust Division"), ”) pursuant to the HSR Act, Act or the SEC or NASD under applicable federal and state securities laws and regulations; and (3z) cooperate with the other party in connection with such party's ’s filings under the HSR Act and applicable federal and state securities laws and regulations and SRO rules and regulations and in connection with resolving any investigation or other inquiry concerning the transactions Mergers or the other matters contemplated by this Agreement commenced by either the FTC FTC, the Antitrust Division, state attorneys general or the Antitrust Division SEC or state attorneys generalNASD.

Regulatory and Other Approvals. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of Party shall use commercially reasonable efforts (at its own expense, except as may be provided elsewhere in this Agreement) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the Company and the undersigned will proceed diligently and other Parties in good faith todoing, as promptly as practicable all things necessary, proper or advisable to (xi) obtain all consentsnecessary actions or non-actions, approvals or actions ofwaivers, make and consents from Governmental Entities and any other Person and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and give the taking of all notices reasonable steps as may be necessary to governmental obtain an approval or regulatory authorities waiver from, or to avoid an action, objection or Legal Proceeding by, any Governmental Entity or any public other Person, (ii) defend any Legal Proceedings challenging this Agreement or private third parties required any of the Company and other Transaction Documents or the undersigned to consummate consummation of the transactions contemplated hereby and by or thereby, including seeking to have vacated or reversed any Order that could restrain, prevent or delay the Merger AgreementClosing, and (yiii) provide promptly comply with all Legal Requirements that may be imposed on such other information and communications to such governmental Party or regulatory authorities or other public or private third parties as the other party or such governmental or regulatory authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation any of the foregoing, each of the parties will (1) take promptly all actions necessary to make the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") (2) comply at the earliest practicable date its Affiliates with any request for additional information received from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), pursuant respect to the HSR Act, and (3) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving Closing or any investigation or other inquiry concerning of the transactions contemplated by this Agreement commenced or any other Transaction Document, (iv) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by either this Agreement or any other Transaction Document in accordance with their respective terms and to fully carry out the FTC purposes of this Agreement and any other Transaction Documents to which it is a party and (v) deliver all required notices and obtain all required consents, waivers or the Antitrust Division or state attorneys generalapprovals, in each case under any contracts with third parties.

Regulatory and Other Approvals. Subject to the terms Seller and conditions of this AgreementBuyer will (a) take all commercially reasonable steps -------------------------------- necessary or desirable, each of the Company and the undersigned will proceed diligently and in good faith toand use all commercially reasonable efforts, as promptly as practicable (x) to obtain all consents, approvals or actions of, to make all filings with and to give all notices to governmental Governmental or regulatory authorities or any public or private third parties Regulatory Bodies (except for the FCC Applications (as defined below)) required of the Company and the undersigned such parties or their Affiliates to consummate the transactions contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities or other public or private third Regulatory Bodies as such parties as the other party or such governmental Governmental or regulatory authorities or other public or private third parties Regulatory Bodies may reasonably request in connection therewiththerewith and (c) cooperate with each other as promptly as practicable in connection with the foregoing. Each party hereto will provide prompt notification to the other party hereto or its Affiliates when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise each other party hereto of any communications (and, unless precluded by Law, provide copies to each other party hereto of any such communications that are in writing, other than the filings under the HSR Act described below) with any Governmental or Regulatory Body regarding any of the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each Seller and Buyer will within ten (10) calendar days of the parties will exercise of the Option (1a) take promptly all actions necessary to make the filings required of each of them or their Affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2b) comply at the earliest practicable date with any request for additional information received by each of them or their Affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), pursuant to the HSR Act, Act and (3c) cooperate with the each other party in connection with such party's filings any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the FTC or Federal Trade Commission, the Antitrust Division of the Department of Justice or state attorneys general.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Sections 6.02 and 6.03, each prior to consummation of the Offer Company and the undersigned will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties listed on Schedule 3.04 or required of the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger or the Offer and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties parties, as applicable, will (1x) take promptly all actions necessary to make the any filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder amended (the "HSR Act") ), (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general; provided, however, that nothing herein shall obligate Parent to agree to hold separate, sell or otherwise dispose of any Subsidiary or Investment of Parent or of the Company or any assets or properties thereof.

Regulatory and Other Approvals. Subject to the terms and conditions of this AgreementAgreement and without limiting the provisions of Section 6.02 , each of the Company and the undersigned Parent will proceed diligently and in good faith to, as promptly as practicable practicable, (xa) obtain all consents, approvals or actions of, make all filings with and give all notices to governmental Governmental or regulatory authorities Regulatory Authorities or any other public or private third parties required of Parent, the Company and the undersigned or any of their Subsidiaries to consummate the transactions Merger and the other matters contemplated hereby and by the Merger Agreementhereby, and (yb) provide such other information and communications to such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties as the other party or such governmental Governmental or regulatory authorities Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, if any filing under the HSR Act is required, each of the parties will (1x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") , (2y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division"), ) pursuant to the HSR Act, and (3z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.