Common use of Regulatory Approvals and Related Matters Clause in Contracts

Regulatory Approvals and Related Matters. (a) Each party shall use its reasonable best efforts and will cause its Subsidiaries to use their reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to respond promptly to any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall: (i) promptly after the date of this Agreement, and in any event within 15 Business Days after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust or competition laws or regulations in connection with the Merger; (ii) respond as promptly as practicable to (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (B) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (iii) engage in pre-filing discussions with CFIUS, as deemed advisable by Parent after consultation with the Company; (iv) promptly after the date of this Agreement, and in any event no later than 15 Business Days following the execution of this Agreement, prepare and submit the initial draft Joint Voluntary Notice to CFIUS; provided, however, that Parent may elect to extend such 15 Business Day period for up to an additional five Business Days if Parent, acting in good faith and after consultation with the Company, determines that such an extension is necessary or advisable; (v) following receipt of comments from CFIUS on the draft Joint Voluntary Notice, promptly, and in any event within 15 Business Days, file a formal Joint Voluntary Notice in connection with obtaining CFIUS Approval; and (vi) use commercially reasonable efforts to respond as promptly as practicable, and no later than the deadline specified by CFIUS for such a response, to any information request from CFIUS in connection with the CFIUS assessment, review or investigation of the Merger. The Company and Parent agree that if CFIUS suggests or requests that the parties withdraw and resubmit the Joint Voluntary Notice submitted to CFIUS pursuant to clause “(v)” of this Section 5.8(a), the Company and Parent shall cooperate in withdrawing and resubmitting such Joint Voluntary Notice.

Regulatory Approvals and Related Matters. (a) Each party shall use its reasonable best efforts efforts, and will cause its Subsidiaries to use their reasonable best efforts efforts, to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to respond submit promptly to any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall: (i) as promptly after the date of this Agreementas practicable, and but in any no event within 15 later than 10 Business Days after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust or competition laws or regulations in connection with the MergerAct; (ii) respond as promptly as practicable to (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (B) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (iii) engage in pre-filing discussions with CFIUS, as deemed advisable by Parent after consultation with the CompanyParent; (iv) as promptly as practicable after the date of this Agreement, and in any event no later than 15 Business Days following the execution of this Agreement, Agreement prepare and submit file with CFIUS a declaration pursuant to 31 C.F.R. § 801.402(a), which declaration shall state that if the action taken by CFIUS at the end of the declaration assessment period satisfies the CFIUS Condition, then the parties intend to consummate the Merger promptly after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 and Section 7, (v) if, at the conclusion of the 30-day declaration assessment period described in 31 C.F.R. § 801.404, the CFIUS Condition has not been Table of Contents satisfied, then Parent and the Company shall forgo the submission of an initial draft of the Joint Voluntary Notice to CFIUS; providedCFIUS pursuant to 31 C.F.R. § 800.401(f), however, that Parent may elect to extend unless CFIUS specifically requests such 15 Business Day period for up to an additional five Business Days if Parent, acting in good faith and after consultation with the Company, determines that such an extension is necessary or advisable; (v) following receipt of comments from CFIUS on the draft Joint Voluntary Notice, promptlya draft, and in any event within 15 Business Days, file shall promptly prepare and submit a formal Joint Voluntary Notice in connection with obtaining to CFIUS Approvalpursuant to 31 C.F.R. § 800.401(a); and (vi) use commercially reasonable efforts to respond as promptly as practicable, and no later than the deadline specified by CFIUS for such a response, to any information request from CFIUS in connection with the CFIUS assessment, review or investigation of the Merger. The Company and Parent agree that if CFIUS suggests or requests requests, or if Parent determines it to be reasonably appropriate in connection with satisfying the CFIUS Condition, that the parties withdraw and resubmit the declaration described in clause “(iv)” above or the Joint Voluntary Notice submitted to CFIUS pursuant to clause “(v)” of this Section 5.8(a), the Company and Parent shall cooperate in withdrawing and resubmitting such declaration or Joint Voluntary Notice.

Regulatory Approvals and Related Matters. (a) Each party of Parent and the Company shall use its reasonable best efforts and will cause its Subsidiaries to use their reasonable best efforts to file, as soon as practicable and advisable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to respond submit promptly to any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, : (i) the Company and Parent shall: (iA)(1) promptly after the date of this Agreement, and in any event within 15 10 Business Days after the date of this Agreement, prepare make an appropriate filing of a notification and report form pursuant to the HSR Act, (2) prepare, file and submit the notifications notifications, reports and other documents (or, if appropriate, drafts of documents) required under the HSR Act and any applicable foreign antitrust or competition laws or regulations in the jurisdictions set forth on Part 5.7(a) of the Parent Disclosure Schedule as soon as reasonably practicable and advisable and (3) promptly after the date of this Agreement, prepare, file and submit the notifications, reports and other documents required under (x) any applicable Foreign Investment Laws in the jurisdictions set forth on Part 5.7(a) of the Parent Disclosure Schedule and (y) the NISPOM Rule (including notification to the DCSA and, as required, any other cognizant security authority pursuant to the NISPOM Rule), in each case, in connection with the MergerMerger and the other Contemplated Transactions; and (iiB) respond as promptly as practicable to (A1) any inquiries or requests received from the Federal Trade Commission FTC or the Department of Justice DOJ for additional information or documentation and (B2) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust antitrust, foreign direct investment, security clearance or related matters; and (iiiii) engage in pre-filing discussions with CFIUS, as deemed advisable by except to the extent Parent after consultation with determines otherwise: (A) the Company; Company and Parent shall (iv1) promptly after the date of this Agreement, and in any event no later than 15 Business Days following the execution of this Agreement, prepare and submit the initial draft Joint Voluntary Notice to CFIUS; provided, however, that Parent may elect to extend such 15 Business Day period for up to an additional five Business Days if Parent, acting in good faith and after consultation with the Company, determines that such an extension is necessary or advisable; (v) following receipt of comments from CFIUS on the draft Joint Voluntary Notice, promptly, and in any event within 15 10 Business Days) after a Requesting Authority asserts or attempts to assert jurisdiction over, or requests, requires or attempts to require a filing or submission relating to, the Merger or any of the other Contemplated Transactions, consult with one another in good faith to determine whether such filing is required and, if Parent determines such filing is required to consummate the Merger or any of the other Contemplated Transactions, file a formal Joint Voluntary Notice and submit (in connection accordance with obtaining CFIUS Approvaleach Legal Requirement that may be applicable or that such Requesting Authority asserts to be applicable) all notices, reports and other documents required or requested by such Requesting Authority to be filed or submitted, in each case, promptly after Parent makes such determination; and (vi2) use commercially reasonable efforts to respond as promptly as practicablepracticable to any inquiries or requests received from such Requesting Authority for additional information or documentation, and no later than the deadline specified by CFIUS for such (B) if a response, filing or submission is made to any information request from CFIUS Requesting Authority in accordance with clause “(ii)(A)(1)” above, any Governmental Authorization or other Consent asserted to be required under any Legal Requirement administered by or otherwise relating to the authority or responsibility of such Requesting Authority shall be (1) deemed to be included on Part 5.7(a) of the Parent Disclosure Schedule and (2) be deemed required to be obtained in connection with the CFIUS assessment, review or investigation Merger for purposes of the Merger. The Company and Parent agree that if CFIUS suggests or requests that the parties withdraw and resubmit the Joint Voluntary Notice submitted to CFIUS pursuant to clause “(vSection 5.7(e)” of this Section 5.8(a), the Company and Parent shall cooperate in withdrawing and resubmitting such Joint Voluntary Notice.

Regulatory Approvals and Related Matters. (a) Each party shall use its reasonable best efforts and will cause its Subsidiaries to use their reasonable best efforts to fileParty shall, as soon promptly as practicable after the date of this Agreementpossible, all notices, reports and other documents required to be filed by such party with any Governmental Body but with respect to the Merger and the other Contemplated Transactions, and to respond promptly to any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall: (i) promptly after the date of this Agreement, and in any event within 15 Business Days after the date of this Agreement, prepare and file the notifications filing or submission required under the HSR Act and any applicable foreign antitrust or competition laws or regulations to be made in connection with the MergerExchange in no event later than ten (10) Business Days from the date hereof, (i) make, or cause to be made, all filings and submissions (including those under the HSR Act, together with a request for early termination of the waiting period thereunder, or the Canadian Competition Act) required under any Legal Requirement applicable to such Party or any of its Affiliates in respect of the Exchange or the distribution of Exchange Shares to the members of the Contributor; and (ii) respond as promptly as practicable use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, expiration or termination of applicable waiting periods, orders and approvals from all Governmental Bodies that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement by the End Date (A) collectively, the “Regulatory Approvals”). Company and Contributor shall cooperate on all tactics and strategies, including the withdrawal and refiling of any inquiries HSR Act notice, with regard to obtaining consents, authorizations, expiration or requests received termination of applicable waiting periods, orders and approvals from the Federal Trade Commission all Governmental Bodies that may be or the Department of Justice become necessary for additional information or documentation its execution and (B) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (iii) engage in pre-filing discussions with CFIUS, as deemed advisable by Parent after consultation with the Company; (iv) promptly after the date delivery of this Agreement, and in any event no later than 15 Business Days following the execution of this Agreement, prepare and submit the initial draft Joint Voluntary Notice to CFIUS; provided, however, that Parent may elect subject to extend such 15 Business Day period for up to an additional five Business Days Section 5.4(c) hereof, Contributor shall make the ultimate determination about which actions, conditions, agreements, filings and submissions (including the withdrawal and refiling of any of the foregoing), if Parentany, acting in good faith and after consultation are necessary. Unless prohibited by applicable Legal Requirement, each Party shall cooperate fully with the Companyother Party and its Affiliates in promptly seeking to obtain all such consents, determines that such an extension is necessary authorizations, expiration or advisable; (v) following receipt termination of comments from CFIUS on applicable waiting periods, orders and approvals, including any filings and submissions required under the draft Joint Voluntary NoticeHSR Act, promptly, and in the Canadian Competition Act or any event within 15 Business Days, file a formal Joint Voluntary Notice in connection with obtaining CFIUS Approval; and (vi) use commercially reasonable efforts to respond as promptly as practicable, and no later than the deadline specified by CFIUS for such a response, other Legal Requirements applicable to any information request from CFIUS member of the Contributor in connection with the CFIUS assessmenttransactions contemplated by this Agreement and/or the distribution of Exchange Shares to such members (collectively, review or investigation of the Merger“Affiliate Approvals”). The Company Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, expiration or termination of applicable waiting periods, orders and Parent agree that if CFIUS suggests or requests that the parties withdraw and resubmit the Joint Voluntary Notice submitted to CFIUS pursuant to clause “(v)” of this Section 5.8(a), the Company and Parent shall cooperate in withdrawing and resubmitting such Joint Voluntary Noticeapprovals.

Regulatory Approvals and Related Matters. (a) Each party shall use its reasonable best efforts efforts, and will cause its Subsidiaries to use their reasonable best efforts efforts, to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to respond submit promptly to any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall: (i) as promptly after the date of this Agreementas practicable, and but in any no event within 15 later than 10 Business Days after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust or competition laws or regulations in connection with the MergerAct; (ii) respond as promptly as practicable to (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (B) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (iii) engage in pre-filing discussions with CFIUS, as deemed advisable by Parent after consultation with the CompanyParent; (iv) as promptly as practicable after the date of this Agreement, and in any event no later than 15 Business Days following the execution of this Agreement, Agreement prepare and submit file with CFIUS a declaration pursuant to 31 C.F.R. § 801.402(a), which declaration shall state that if the action taken by CFIUS at the end of the declaration assessment period satisfies the CFIUS Condition, then the parties intend to consummate the Merger promptly after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 6 and Section 7, (v) if, at the conclusion of the 30-day declaration assessment period described in 31 C.F.R. § 801.404, the CFIUS Condition has not been satisfied, then Parent and the Company shall forgo the submission of an initial draft of the Joint Voluntary Notice to CFIUS; providedCFIUS pursuant to 31 C.F.R. § 800.401(f), however, that Parent may elect to extend unless CFIUS specifically requests such 15 Business Day period for up to an additional five Business Days if Parent, acting in good faith and after consultation with the Company, determines that such an extension is necessary or advisable; (v) following receipt of comments from CFIUS on the draft Joint Voluntary Notice, promptlya draft, and in any event within 15 Business Days, file shall promptly prepare and submit a formal Joint Voluntary Notice in connection with obtaining to CFIUS Approvalpursuant to 31 C.F.R. § 800.401(a); and (vi) use commercially reasonable efforts to respond as promptly as practicable, and no later than the deadline specified by CFIUS for such a response, to any information request from CFIUS in connection with the CFIUS assessment, review or investigation of the Merger. The Company and Parent agree that if CFIUS suggests or requests requests, or if Parent determines it to be reasonably appropriate in connection with satisfying the CFIUS Condition, that the parties withdraw and resubmit the declaration described in clause “(iv)” above or the Joint Voluntary Notice submitted to CFIUS pursuant to clause “(v)” of this Section 5.8(a), the Company and Parent shall cooperate in withdrawing and resubmitting such declaration or Joint Voluntary Notice.

Regulatory Approvals and Related Matters. (a) Each party of the Company and Murata shall use its reasonable best efforts and will cause its Subsidiaries to use their commercially reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body Authority with respect to the Merger and the other Contemplated Transactions, and to respond submit promptly to any additional information requested by any such Governmental BodyAuthority. Without limiting the generality any of the foregoing, if the Company and Parent Murata determine in good faith that a declaration pursuant to 31 C.F.R. § 801.402(a) is required for the Contemplated Transactions, CFIUS indicates that such a declaration is required for the Contemplated Transactions, or if the Company and Murata determine in good-faith that a Joint Voluntary Notice otherwise is advisable, the Company and Murata shall: (i) as promptly after the date of this Agreement, and in any event within 15 Business Days as practicable after the date of this Agreement, prepare and file with CFIUS such a declaration or Joint Voluntary Notice, as appropriate, which shall state that if the notifications required under action taken by CFIUS at the HSR Act end of the declaration assessment or Joint Voluntary Notice review or investigation period satisfies the CFIUS Condition, then the parties intend to consummate the purchase and any applicable foreign antitrust sale of the Shares to be acquired by Murata hereunder promptly after the satisfaction or competition laws waiver of the last to be satisfied or regulations waived of the conditions set forth in connection with the MergerARTICLE VIII and ARTICLE IX; (ii) respond as if, in the event of a mandatory declaration, CFIUS requests at the conclusion of the 30-day declaration assessment period described in 31 C.F.R. § 801.404 that the parties to the transaction file a Joint Voluntary Notice pursuant to subpart E, the Company and Murata shall draft and promptly as practicable to (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (B) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (iii) engage in pre-filing discussions with CFIUS, as deemed advisable by Parent after consultation with the Company; (iv) promptly after the date of this Agreement, and in any event no later than 15 Business Days following the execution of this Agreement, prepare and submit the initial draft Joint Voluntary Notice to CFIUS; provided, however, that Parent may elect to extend such 15 Business Day period for up to an additional five Business Days if Parent, acting in good faith and after consultation with the Company, determines that such an extension is necessary or advisable; (v) following receipt of comments from CFIUS on the draft Joint Voluntary Notice, promptly, and in any event within 15 Business Days, file a formal Joint Voluntary Notice to CFIUS pursuant to 31 C.F.R. § 800.401(a); (iii) if, in connection with obtaining the event of a mandatory declaration, the CFIUS ApprovalCondition has been satisfied at the conclusion of the 30-day declaration assessment period described in 31 C.F.R. § 801.404, then the Company and Murata shall forgo submission of a Joint Voluntary Notice to CFIUS pursuant to 31 C.F.R. § 800.401(f); and (viiv) in all cases, use commercially reasonable efforts to respond as promptly as practicable, and no later than the deadline specified by CFIUS for such a response, to any information request from CFIUS in connection with the CFIUS assessment, review or investigation of the MergerContemplated Transactions, as the case may be; provided that, if a declaration pursuant to 31 C.F.R. § 801.402(a) is not required for the Contemplated Transactions, the Company shall provide Murata with the CFIUS Warranty. The Company and Parent Murata agree that if CFIUS suggests or requests requests, or if Murata and the Company determine it to be reasonably appropriate in connection with satisfying the CFIUS Condition, that the parties withdraw and resubmit the a declaration or Joint Voluntary Notice submitted to CFIUS pursuant to clause “(v)” of this Section 5.8(a7.7(a), the Company and Parent Murata shall cooperate in withdrawing and resubmitting such declaration or Joint Voluntary Notice.