Common use of Regulatory Approvals; Consents Clause in Contracts

Regulatory Approvals; Consents. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). As of, and based upon the facts and circumstances existing on, the date hereof, P▇▇▇▇▇ has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult in good faith with the other. Following such consultation, a filing may be made or an approval sought under any Antitrust Law if either (x) Parent and the Company jointly agree or (y) based upon the advice of legal counsel, Parent or the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in connection with any review of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to the transactions under any Antitrust Law; provided, however, that Parent shall make the final determination as to the appropriate course of action in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and, to the extent practicable, each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with advance notice of and the opportunity to participate in any meeting, telephone or video conference with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith. (c) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (and, without Parent’s prior written consent, neither the Company nor any of its Subsidiaries shall) (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer to divest any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (iv) agree to obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify the Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement).

Regulatory Approvals; Consents. (a) Upon Each party shall use reasonable efforts to file, as soon as practicable after the terms 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, the other Contemplated Transactions and the Voting Agreements, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notification and report forms required to be filed under the HSR Act and any notification or other document required to be filed under any applicable foreign antitrust or competition-related Legal Requirement in connection with the Merger, the other Contemplated Transactions and the Voting Agreements. The Company and Parent shall respond promptly to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related matters. At the request of Parent, the Company shall divest, sell, dispose of, hold separate or take any other action with respect to any of the businesses, product lines or assets of the Acquired Corporations, provided that any such action is conditioned upon the consummation of the Merger. (b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.2(a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the conditions set forth in this confidentiality provisions of the Confidentiality Agreement, each of Parent and the parties agrees Company shall: (i) consult with the other prior to taking a position with respect to any such filing; (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of any party hereto in connection with any Legal Proceeding related solely to this Agreement or the transactions contemplated hereby (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (iii) coordinate with the other in preparing and exchanging such information; and (iv) promptly provide the other (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Body related solely to this Agreement or the Contemplated Transactions. (c) Each of Parent and the Company shall notify the other promptly upon the receipt of: (i) any communication from any official of any Governmental Body in connection with any filing made pursuant to this Agreement; (ii) knowledge of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Contemplated Transactions (and shall keep the other party informed as to the status of any such Legal Proceeding or threat); and (iii) any request by any official of any Governmental Body for any amendment or supplement to any filing made pursuant to this Agreement or any information required to comply with any Legal Requirements applicable to the Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.2(a), Parent or the Company, as the case may be, shall (promptly upon learning of the occurrence of such event) inform the other of the occurrence of such event and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Subject to Section 5.2(e), Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable necessary to consummate the Merger and make effectiveeffective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.2(e), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in the most expeditious manner practicable, the Offer, connection with the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, Contemplated Transactions; (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all shall use reasonable best efforts to obtain an approval each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or waiver fromContract, or to avoid otherwise) by such party in connection with the Merger or any Action by, any Governmental Entity, of the other Contemplated Transactions; and (iii) execute and deliver shall use reasonable best efforts to lift any additional instruments necessary restraint, injunction or other legal bar to consummate the transactions contemplated hereby and fully Merger. (e) Notwithstanding anything to carry out the purposes of contrary contained in Section 5.2 or elsewhere in this Agreement; provided, however, that neither the Company Parent nor Acquisition Sub shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). As of, and based upon the facts and circumstances existing on, the date hereof, P▇▇▇▇▇ has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult in good faith with the other. Following such consultation, a filing may be made or an approval sought under any Antitrust Law if either (x) Parent and the Company jointly agree or (y) based upon the advice of legal counsel, Parent or the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in connection with any review of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to the transactions under any Antitrust Law; provided, however, that Parent shall make the final determination as to the appropriate course of action in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and, to the extent practicable, each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect the Acquired Corporations to such transactions, and, divest or agree to the extent practicable under the circumstances, shall provide the other party and its counsel with advance notice of and the opportunity to participate in any meeting, telephone or video conference with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith. (cdivest) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required respective businesses, product lines or assets, or to take or agree to take (and, without Parent’s prior written consent, neither the Company nor or cause any of its Subsidiaries shallor any of the Acquired Corporations to take or agree to take) (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect toto any of its respective business, product lines or assets of Parent, its Subsidiaries and any of the assets Acquired Corporations or businesses agree (or cause any of Parent its Subsidiaries or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation Acquired Corporations to agree) to any limitation or restriction on any of its Affiliatesrespective businesses, (ii) agree product lines or proffer to divest any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (iv) agree to obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify the Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement)assets.

Regulatory Approvals; Consents. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, Entity and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). As of, and based upon Notwithstanding anything to the facts and circumstances existing on, the date hereof, P▇▇▇▇▇ has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult contrary in good faith with the other. Following such consultation, a filing may be made or an approval sought under any Antitrust Law if either (x) Parent and the Company jointly agree or (y) based upon the advice of legal counselthis Agreement, Parent or has the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure sole right to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent control and the Company shall coordinate with respect to direct all antitrust strategy in connection with any review of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to any antitrust law and will take the lead in all meetings, discussions, and communications with any Governmental Entity relating to obtaining antitrust approval from the transactions under any Antitrust Lawcontemplated by this Agreement; provided, however, provided that Parent shall make will consult with and consider in good faith the final determination as to comments of the appropriate course of action Company in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties Parties hereto shall furnish to each other party Party such necessary information and reasonable assistance as such other party Party may reasonably request in connection with the foregoing. (b) . Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and, and to the extent practicable, practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party Party and its counsel with advance notice of and the opportunity to participate in any meeting, telephone or video conference meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith. (cb) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (and, without Parent’s prior written consent, neither the Company nor any of its Subsidiaries shall) (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation Company or any of its Affiliates, (ii) agree or proffer to divest any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Company Common Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation Company, or any of their respective Affiliates or Affiliates, (iv) agree to obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify the Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement)) or (v) defend against the entry of any decree, order, or judgment that would restrain, prevent or delay consummation of the Agreement, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement.